AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1996
REGISTRATION NO. 333-2974
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
DAYTON SUPERIOR CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
OHIO 3315 31-0676346
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation Industrial Classification Identification No.)
or organization) Code Number)
</TABLE>
721 RICHARD STREET
MIAMISBURG, OHIO 45342
(513) 866-0711
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JOHN A. CICCARELLI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DAYTON SUPERIOR CORPORATION
721 RICHARD STREET
MIAMISBURG, OHIO 45342
(513) 866-0711
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
--------------------------
WITH COPIES TO:
<TABLE>
<S> <C>
Peter S. Wilson, Esq. Paul H. Wilson, Jr., Esq.
Cravath, Swaine & Moore Debevoise & Plimpton
825 Eighth Avenue 875 Third Avenue
New York, New York 10019-7475 New York, New York 10022
(212) 474-1767 (212) 909-6584
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
--------------------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
----------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
----------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
DAYTON SUPERIOR CORPORATION
------------------------
CROSS REFERENCE SHEET
BETWEEN ITEMS IN PART I OF FORM S-1
AND THE PROSPECTUS
<TABLE>
<CAPTION>
S-1 ITEM NUMBER AND CAPTION PROSPECTUS CAPTION OR LOCATION
---------------------------------------------------------------- -----------------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus.......................................... Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus....................................... Inside Front and Outside Back Cover Pages; Available
Information
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................... Prospectus Summary; Risk Factors
4. Use of Proceeds...................................... Summary; Use of Proceeds
5. Determination of Offering Price...................... Outside Front Cover Page; Underwriting
6. Dilution............................................. Dilution
7. Selling Security Holders............................. Principal and Selling Shareholders
8. Plan of Distribution................................. Outside Front Cover Page; Underwriting
9. Description of Securities to Be Registered........... Summary; Capitalization; Description of Capital
Shares; Shares Eligible for Future Sale
10. Interests of Named Experts and Counsel............... Not applicable
11. Information with Respect to the Registrant........... Outside Front Cover Page; Summary; Risk Factors;
Proceeds of the Offering; Dividend Policy;
Capitalization; Dilution; Selected Financial Data;
Management's Discussion and Analysis of Financial
Condition and Results of Operations; Business;
Management; Certain Relationships and Related Party
Transactions; Principal and Selling Shareholders;
Description of Capital Shares; Shares Eligible for
Future Sale; Financial Statements; Pro Forma
Combined Financial Information
12. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities..................................... Not applicable
</TABLE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
tuvw
3,700,000 SHARES
DAYTON SUPERIOR CORPORATION
CLASS A COMMON SHARES
(WITHOUT PAR VALUE)
Of the 3,700,000 Class A Common Shares, without par value (the "Class A Common
Shares"), of Dayton Superior Corporation ("Dayton Superior" or the "Company")
offered hereby, 1,900,000 Class A Common Shares are being sold by the Company
and 1,800,000 Class A Common Shares are being sold by the Selling Shareholders
(as defined herein). The Company will not receive any of the proceeds from the
sale of the Class A Common Shares by the Selling Shareholders. See "Principal
and Selling Shareholders."
Prior to this offering (the "Offering"), there has been no public market for the
Class A Common Shares. It currently is estimated that the initial public
offering price of the Class A Common Shares will be between $12.00 and $15.00.
See "Underwriting" for information relating to the factors to be considered in
determining the initial public offering price. The Class A Common Shares have
been approved for listing on the New York Stock Exchange under the symbol "DSD,"
subject to official notice of issuance.
Upon completion of the Offering and assuming no exercise of the Underwriters'
over-allotment option, the Company's outstanding common shares will consist of
4,012,050 Class A Common Shares and 1,522,550 Class B Common Shares, without par
value (the "Class B Common Shares" and, together with the Class A Common Shares,
the "Common Shares"). The Class A Common Shares will be entitled to one vote per
share and the Class B Common Shares will be entitled to ten votes per share. The
Common Shares generally will vote together as one class on all matters submitted
to a vote of the shareholders, including the election of directors. See
"Description of Capital Shares." Upon completion of the Offering and assuming no
exercise of the Underwriters' over-allotment option, Ripplewood Holdings L.L.C.
("Ripplewood"), the Company's current majority shareholder, will own all of the
outstanding Class B Common Shares, representing 79.1% of the combined voting
power of the outstanding Common Shares. As a result, Ripplewood will continue to
have the ability to elect all of the Company's directors and will continue to
control the Company. See "Principal and Selling Shareholders."
SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE CLASS A COMMON SHARES
OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PROCEEDS
PRICE TO UNDERWRITING PROCEEDS TO TO SELLING
PUBLIC DISCOUNT COMPANY (1) SHAREHOLDERS
<S> <C> <C> <C> <C>
Per Share.................. $ $ $ $
Total (2).................. $ $ $ $
----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Before deducting expenses of the Offering payable by the Company estimated
at $1,410,000.
(2) The Company and Ripplewood have granted to the Underwriters a 30-day option
to purchase up to an aggregate of 555,000 additional shares at the Price to
Public less the Underwriting Discount solely to cover over-allotments, if
any. If the Underwriters exercise such option in full, the total Price to
Public, Underwriting Discount, Proceeds to Company and Proceeds to Selling
Shareholders will be $ , $ , $ and $ ,
respectively. See "Underwriting."
The Class A Common Shares are offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery of the Class A Common Shares will be made at the
office of Salomon Brothers Inc, Seven World Trade Center, New York, New York, or
through the facilities of The Depository Trust Company, on or about ,
1996.
SALOMON BROTHERS INC
LAZARD FRERES & CO. LLC
ROBERT W. BAIRD & CO.
INCORPORATED
BT SECURITIES CORPORATION
The date of this Prospectus is , 1996.
DAYTON SUPERIOR -Registered
Trademark-
Concrete accessories (including concrete
paving products) and masonry accessories
[GRAPHIC]
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CLASS A COMMON
SHARES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR OTHERWISE.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
DAYTON SUPERIOR MANUFACTURERS WALL-FORMING PRODUCTS,
SUCH AS SNAP TIES, COIL TIES, SHE BOLTS AND HE BOLTS, WHICH
ARE USED IN THE FABIRCATION OF JOB-BUILT AND PREFABRICATED
MODULAR FORMS FOR POURED-IN-PLACE CONCRETE WALLS.
2
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY AND SHOULD BE READ IN
CONJUNCTION WITH THE MORE DETAILED INFORMATION, FINANCIAL STATEMENTS, INCLUDING
THE NOTES THERETO, AND PRO FORMA FINANCIAL INFORMATION APPEARING ELSEWHERE IN
THIS PROSPECTUS. UNLESS OTHERWISE STATED, OR UNLESS THE CONTEXT OTHERWISE
REQUIRES, ALL INFORMATION IN THIS PROSPECTUS: (I) GIVES EFFECT, IMMEDIATELY
PRIOR TO THE CONSUMMATION OF THE OFFERING, TO THE AMENDMENT TO THE COMPANY'S
AMENDED ARTICLES OF INCORPORATION TO (A) CONVERT ALL THE CURRENTLY OUTSTANDING,
NON-VOTING CLASS B COMMON SHARES (THE "OLD CLASS B COMMON SHARES") OF THE
COMPANY INTO CLASS A COMMON SHARES OF THE COMPANY, (B) CHANGE THE COMPANY'S
AUTHORIZED SHARE CAPITAL TO CLASS A COMMON SHARES WITH ONE VOTE PER SHARE, CLASS
B COMMON SHARES WITH TEN VOTES PER SHARE AND PREFERRED SHARES, WITHOUT PAR
VALUE, (C) SPLIT EACH OUTSTANDING CLASS A COMMON SHARE INTO FIFTY CLASS A COMMON
SHARES AND (D) CONVERT EACH CLASS A COMMON SHARE HELD BY RIPPLEWOOD INTO ONE
CLASS B COMMON SHARE, (II) GIVES EFFECT, IMMEDIATELY PRIOR TO THE CONSUMMATION
OF THE OFFERING, TO THE CONVERSION BY RIPPLEWOOD OF 483,300 CLASS B COMMON
SHARES INTO AN EQUAL NUMBER OF CLASS A COMMON SHARES OFFERED HEREBY AND (III)
ASSUMES THAT THE UNDERWRITERS' OVER-ALLOTMENT OPTION IS NOT EXERCISED. SEE
"DESCRIPTION OF COMMON SHARES."
AS USED HEREIN, THE TERM "NORTH AMERICA" REFERS TO THE UNITED STATES AND
CANADA AND "ON A PRO FORMA COMBINED BASIS" REFERS TO PRO FORMA COMBINED
FINANCIAL INFORMATION BASED ON THE HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS
OF THE COMPANY AND OF DUR-O-WAL, INC. ("DUR-O-WAL") AND GIVING EFFECT TO THE
ACQUISITION OF DUR-O-WAL (THE "DUR-O-WAL ACQUISITION") AS IF IT HAD OCCURRED ON
JANUARY 1, 1995. IN PREPARING THE PRO FORMA COMBINED INCOME STATEMENTS, CERTAIN
LINE ITEMS HAVE BEEN RECLASSIFIED ON A BASIS CONSISTENT WITH THE ACCOUNTING
POLICIES OF THE COMPANY. SEE "PRO FORMA COMBINED FINANCIAL INFORMATION."
THE COMPANY
GENERAL
The Company believes it is the largest North American manufacturer and
distributor of specialized metal accessories used in concrete construction and
masonry construction on the basis of sales. The Company's products are used
primarily in two segments of the construction industry: non-residential building
projects such as institutional buildings, retail sites, commercial offices and
manufacturing facilities; and infrastructure projects such as highways, bridges,
utilities, water and waste treatment facilities and airport runways. On an
historical basis, the dollar volume of non-residential building and
infrastructure construction in North America has been less cyclical than that of
single family residential construction.
The Company was founded in 1924 under the name The Dayton Sure-Grip and
Shore Company. Following the 1982 acquisition of Superior Concrete Accessories,
Inc., the Company evolved from a regional company to a large, geographically
diversified firm. Between 1991 and June 1995, the Company completed four small
acquisitions and, in October 1995, the Company acquired Dur-O-Wal, which had net
sales of $25.7 million in 1995 on a pro forma combined basis, for a cash
purchase price of $23.6 million (including acquisition costs). The Company
believes that Dur-O-Wal is a leading manufacturer of masonry accessories and the
largest manufacturer of masonry wall reinforcement in North America on the basis
of sales. On April 29, 1996, the Company purchased certain assets of a privately
held concrete paving products manufacturer based in Kankakee, Illinois for a
cash purchase price of approximately $5 million (including estimated acquisition
costs and subject to post-closing adjustments).
The Company believes that its distribution system is the largest in its
industry, consisting of a network of 22 Company-operated service/distribution
centers in the United States and Canada and over 3,000 customers, including
stocking dealers, brokers, rebar fabricators, precast concrete manufacturers and
brick and concrete block manufacturers. The Company believes that its ability to
deliver quality products to customers quickly using its on-line inventory
tracking system gives it a competitive advantage over many of its competitors
and encourages customer loyalty. Although the Company believes it is
3
the largest North American manufacturer and distributor of specialized metal
accessories used in concrete construction and masonry construction, the industry
in which the Company competes is highly competitive in most product categories
and geographic regions. The Company competes with a relatively small number of
full-line national manufacturers of concrete or masonry accessories and a much
larger number of regional manufacturers and manufacturers with limited product
lines. See "Business -- Competition."
The Company manufactures most of its products at five principal facilities
in the United States using, in many cases, high-volume, automated equipment
designed and built or custom modified by in-house personnel. The Company sells
approximately 12,300 different products in two principal product lines (concrete
accessories, which include concrete paving products, and masonry accessories),
including products designed to hold steel reinforcing bar ("rebar") in place,
support concrete framework, reinforce masonry walls and create attachment points
on concrete or masonry surfaces. The Company's product lines, which the Company
believes are the broadest in the industry, are marketed under the DAYTON
SUPERIOR-Registered Trademark- name in the case of concrete accessories and
under the DUR-O-WAL-Registered Trademark- name in the case of masonry
accessories.
The Company's senior management team, which has been in place since 1989 and
averages over 20 years of manufacturing industry experience, is led by John A.
Ciccarelli, its President and Chief Executive Officer, who formerly was the
President of The Wheelabrator Corporation, a manufacturer of industrial blast
cleaning equipment. The Company also benefits from the experience of Matthew O.
Diggs, Jr., its non-executive Chairman, particularly with respect to
acquisitions and strategic direction. Mr. Diggs is the former President and
Chief Executive Officer of Copeland Corporation, a manufacturer of refrigerator
compressors, and the former Chairman of The Delfield Company, a manufacturer of
food service equipment.
BUSINESS STRATEGY
Management is seeking to implement the following business strategy, which is
designed to build on the Company's manufacturing and distribution strengths and
scale advantages to achieve growth both through acquisitions and internally.
- PURSUE STRATEGIC ACQUISITIONS. In addition to internal growth, including
new product development, the Company intends to continue to grow through
acquisitions. The markets in which the Company competes have a large
number of relatively small, regional manufacturers and consequently offer
consolidation opportunities. The Company seeks acquisitions that
complement its existing products or represent product extensions and
primarily focuses its acquisition strategy on regional and
specialty-product firms. The Company believes it has been able to achieve
synergies in its acquisitions through economies of scale in purchasing,
manufacturing, marketing and distribution.
- LEVERAGE EXTENSIVE DISTRIBUTION SYSTEM AND DEALER NETWORK. The Company's
extensive distribution system, broad product lines and continuing
commitment to customer service and quality have enabled it to attract and
maintain the largest dealer network in its industry. The Company utilizes
its distribution system and dealer network as a platform for integrating
acquisitions and for selling products manufactured by third parties. Sales
of third-party products allow the Company to utilize its distribution
system to increase sales without making significant capital investments.
The Company estimates that net sales of third party products accounted for
approximately $18.5 million of the Company's net sales in 1995 on a pro
forma combined basis.
- UTILIZE CUSTOMIZED AUTOMATED MANUFACTURING EQUIPMENT. The Company designs
and builds or custom modifies much of the high-volume, automated equipment
it uses to manufacture metal concrete accessories and concrete paving
products. To develop this equipment, it employs a team of experienced
manufacturing engineers and tool and die makers. The Company believes that
its customized automated manufacturing equipment provides it with several
competitive
4
advantages relative to its competitors, including (i) significantly
greater productivity, (ii) lower capital equipment costs, (iii) lower
scrap rates, (iv) higher product quality, (v) faster product changeover
times and (vi) lower inventory levels.
- DEVELOP NEW PRODUCTS. The Company has a new product development program
built around its marketing, engineering and manufacturing personnel. This
program establishes goals for, and tracks the success of, new product
development in each project group. The Company estimates that new products
introduced in the last five years (three years, in the case of chemical
products), including new products introduced by Dur-O-Wal during such
period, accounted for approximately $6.5 million of the Company's net
sales in 1995 on a pro forma combined basis.
- OFFER BROAD PRODUCT LINE. The Company believes it offers the broadest
product line in metal accessories for the concrete and masonry
construction industry in North America, providing its customers with
products designed to meet a wide variety of concrete and masonry
construction needs. The Company believes that its customers' ability to
order a wide range of products from the Company enhances its sales.
RIPPLEWOOD
Upon completion of the Offering, Ripplewood will own all the outstanding
Class B Common Shares, representing approximately 79.1% of the combined voting
power of the outstanding Common Shares (approximately 73.2% if the Underwriters'
over-allotment option is exercised in full). See "Principal and Selling
Shareholders." Ripplewood is a holding company formed by Timothy C. Collins to
invest, directly and through private investment funds for which it acts as
general partner, in leveraged build-ups and acquisitions sponsored by senior,
industrial operating managers affiliated with Ripplewood. Prior to forming
Ripplewood, Mr. Collins was the Senior Managing Director of the New York office
of Onex Corporation ("Onex"), an Ontario corporation listed on the Toronto and
Montreal Stock Exchanges. An investor group led by a subsidiary of Onex acquired
the Company in August 1989. Ripplewood acquired a majority of the then
outstanding Common Shares of the Company from such subsidiary in October 1995.
5
THE OFFERING
<TABLE>
<S> <C>
Class A Common Shares Offered
By the Company............................ 1,900,000 shares(1)
By the Selling Shareholders............... 1,800,000 shares(1)
Total................................... 3,700,000 shares(1)
Class A Common Shares to be outstanding
after the Offering......................... 4,012,050 shares(1)(2)(3)
Class B Common Shares to be outstanding
after the Offering......................... 1,522,550 shares(2)
Total Common Shares to be outstanding after
the Offering............................... 5,534,600 shares(1)(3)
Estimated Net Proceeds to the Company....... $22.65 million(1)
Use of Proceeds by the Company.............. To repay certain senior indebtedness.
See "Use of Proceeds."
New York Stock Exchange Symbol.............. "DSD"
</TABLE>
------------------------
(1) Does not include up to 555,000 Class A Common Shares that are subject to the
Underwriters' over-allotment option, one-half of which would be newly issued
by the Company and one-half of which would be sold by Ripplewood.
(2) Each Class B Common Share is convertible at the option of the holder at any
time into one Class A Common Share and will convert automatically into one
Class A Common Share as a result of certain transfers. See "Description of
Capital Shares--Common Shares." If the Underwriters' over-allotment option
is exercised, up to 277,500 Class B Common Shares will be converted into
Class A Common Shares as a result of the sale thereof by Ripplewood.
(3) Does not include up to 272,750 Class A Common Shares that are issuable upon
exercise of outstanding stock options (the "Options"), all of which will be
exercisable immediately after the Offering. See "Management--Fiscal Year End
Option Values."
RISK FACTORS
See "Risk Factors" for a discussion of certain factors that should be
considered by prospective purchasers of the Class A Common Shares offered
hereby.
6
SUMMARY FINANCIAL AND PRO FORMA DATA
The following table sets forth summary financial data for the fiscal years
ended December 31, 1991 through 1995, which data have been derived from the
consolidated financial statements of the Company, which have been audited by
Arthur Andersen LLP, independent public accountants, and which, in the case of
the three years ended December 31, 1995, are included elsewhere in this
Prospectus. The table also includes data as of and for the three fiscal months
ended March 31, 1995 and March 29, 1996, which have been derived from the
unaudited consolidated financial statements of the Company included elsewhere in
this Prospectus and which, in the opinion of management, reflect all material
adjustments of a normal and recurring nature necessary for a fair presentation
of such data. The following table also sets forth summary financial data for the
fiscal year ended December 31, 1995 on a pro forma combined basis. The following
data should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Company's consolidated
financial statements and the notes thereto included elsewhere in this
Prospectus. Pro forma combined financial statements of the Company and Dur-O-Wal
also are presented elsewhere in this Prospectus. See "Pro Forma Combined
Financial Information."
<TABLE>
<CAPTION>
THREE
FISCAL
MONTHS
YEAR ENDED DECEMBER 31, ENDED
------------------------------------------------------------------------------ -----------
PRO FORMA MARCH 31,
1991 1992 1993 1994 1995 1995 (1) 1995
---------- ---------- ------------- ------------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Net sales.......................... $68,532 $71,462 $75,154 $82,341 $92,802 $113,695 $17,977
Gross profit....................... 19,925 18,408 19,727 24,330 28,812 33,718 5,422
Income from operations............. 4,126 1,286 3,856 6,303 8,623 10,372 758
Interest expense, net.............. 8,541 8,727 10,118 6,017 (2) 4,231 6,264 909
Provision (benefit) for income
taxes (3)......................... (1,006) (826) (89 ) 95 690 683 --
Income (loss) before extraordinary
item.............................. (3,409) (6,615) (6,173 ) (682 ) 3,705 3,404 (151)
Extraordinary item, net of tax..... -- -- -- 31,354 (2) -- -- --
Net income (loss).................. $(3,409) $(6,615) $(6,173 ) $30,672 $3,705 $3,404 $(151)
---------- ---------- ------------- ------------- ----------- ----------- -----------
---------- ---------- ------------- ------------- ----------- ----------- -----------
Net income (loss) available to
common shareholders............... $(3,409) $(6,615) $(6,173 ) $30,175 $71 $(230 ) $(363)
---------- ---------- ------------- ------------- ----------- ----------- -----------
---------- ---------- ------------- ------------- ----------- ----------- -----------
Income (loss) per share available
to common shareholders before
extraordinary item................ $(35.87) $(69.60) $(64.95 ) $(0.58 ) $0.02 $(0.08 ) $(0.12)
Net income (loss) per common and
common equivalent share (4)....... (35.87) (69.60) (64.95 ) 14.92 0.02 (0.08 ) (0.12)
Weighted average common and common
equivalent shares outstanding
(4)............................... 95,039 95,039 95,039 2,021,918 3,560,808 3,036,236 2,956,789
AS ADJUSTED FOR THE OFFERING: (5)
Net income......................... $5,412 $5,461
Net income per common and common
equivalent share before dividends,
accretion and redemption of
redeemable preferred shares (4)... 0.99 1.00
Net income per common and common
equivalent share (4).............. 0.33 0.33
Weighted average common and common
equivalent shares outstanding
(4)............................... 5,460,808 5,460,808
<CAPTION>
MARCH 29,
1996
-----------
<S> <C>
OPERATING DATA:
Net sales.......................... $23,615
Gross profit....................... 7,469
Income from operations............. 1,434
Interest expense, net.............. 1,585
Provision (benefit) for income
taxes (3)......................... 242
Income (loss) before extraordinary
item.............................. (401 )
Extraordinary item, net of tax..... --
Net income (loss).................. $(401 )
-----------
-----------
Net income (loss) available to
common shareholders............... $(401 )
-----------
-----------
Income (loss) per share available
to common shareholders before
extraordinary item................ $(0.12 )
Net income (loss) per common and
common equivalent share (4)....... (0.12 )
Weighted average common and common
equivalent shares outstanding
(4)............................... 3,333,389
AS ADJUSTED FOR THE OFFERING: (5)
Net income......................... $113
Net income per common and common
equivalent share before dividends,
accretion and redemption of
redeemable preferred shares (4)... 0.02
Net income per common and common
equivalent share (4).............. 0.02
Weighted average common and common
equivalent shares outstanding
(4)............................... 5,757,961
</TABLE>
<TABLE>
<CAPTION>
AT MARCH 29, 1996
---------------------------
ACTUAL AS ADJUSTED (5)
--------- ----------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Total assets...................................................................................... $ 107,052 $ 106,307
Long-term debt (including current portion)........................................................ 56,809 37,114
Shareholders' equity.............................................................................. 27,084 47,439
</TABLE>
(see footnotes on the following pages)
7
<TABLE>
<CAPTION>
THREE
FISCAL
MONTHS
YEAR ENDED DECEMBER 31, ENDED
-------------------------------------------------------------------------- -----------
PRO FORMA MARCH 31,
1991 1992 1993 1994 1995 1995 (1) 1995
--------- --------- ------------ ------------ ----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
OTHER OPERATING DATA:
EBITDA (6)............................ $8,622 $5,211 $7,073 $9,802 $12,891 $15,925 $1,686
Cash flow from operating activities... (736) 882 2,503 (7,576 ) 8,226 8,786 (2,133)
Cash flow from investing activities... (456) 578 (1,617 ) (2,075 ) (26,321 ) (3,129 ) (503)
Cash flow from financing activities... 500 2,992 -- 3,912 18,256 (5,180 ) 2,170
Capital expenditures.................. 447 695 1,647 2,082 2,730 3,166 505
Management fees(7).................... 250 250 250 250 250 250 63
<CAPTION>
MARCH 29,
1996
-----------
<S> <C>
OTHER OPERATING DATA:
EBITDA (6)............................ $2,748
Cash flow from operating activities... (3,652 )
Cash flow from investing activities... (665 )
Cash flow from financing activities... 3,777
Capital expenditures.................. 667
Management fees(7).................... 84
</TABLE>
----------------------------------
(1) Gives effect to (i) the Dur-O-Wal Acquisition and (ii) the issuance of $15
million of senior debt and the initial borrowing of $8.6 million under the
Credit Facility (as defined herein) in connection with the Dur-O-Wal
Acquisition as if each had occurred on January 1, 1995. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Acquisition of Dur-O-Wal." The unaudited pro forma combined
financial data does not give effect to any other transactions and does not
purport to represent the actual results of operations or financial condition
of the Company had the Dur-O-Wal Acquisition occurred on the date assumed or
the results that can be expected for the Company in the future. See "Pro
Forma Combined Financial Information."
(2) In May 1994, the Company reached an agreement with its lenders to
restructure its debt (the "1994 Restructuring"), resulting in an
extraordinary gain of $31.4 million net of income tax effect of $0.1
million. This also resulted in decreased interest expense for 1994. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--1994 Restructuring" and Note 3 to the Company's consolidated
financial statements.
(3) In 1991, 1992 and 1993, an income tax benefit was recorded to the extent the
Company was able to carryback losses to obtain federal or state income tax
refunds. In 1994, the provision for income taxes related to alternative
minimum taxes. In 1995, the provision for income taxes was reduced to
reflect the utilization of net operating losses from 1992 and 1993. The
provision for income taxes in the first quarter of 1996 reflects
non-deductible goodwill amortization and a net operating loss in Canada on
which no tax carryback is available.
(4) Net income (loss) per common and common equivalent share before dividends,
accretion and redemption of preferred shares and net income (loss) per
common and common equivalent share are based on the weighted average common
and dilutive common equivalent shares outstanding during the period. Common
share equivalents include the number of shares issuable upon the exercise of
outstanding Options, and warrants to purchase 346,600 Class A Common Shares
(the "Warrants"), less the shares that could be purchased with the proceeds
from the exercise of the Options and Warrants, based on an assumed initial
public offering price of $13.50 per share. For the purposes of calculating
net income (loss) per common and common equivalent share, common equivalent
shares issued more than 12 months prior to the Offering are excluded in
periods with a net loss available to common shareholders. Common equivalent
shares issued less than 12 months prior to the Offering are included for all
periods presented. All outstanding Warrants will be exercised prior to the
consummation of the Offering and all Class A Common Shares received upon
exercise of the Warrants will be sold by the Selling Shareholders in the
Offering.
(5) Adjusted to reflect (i) the sale of 1,900,000 Class A Common Shares by the
Company in the Offering at an assumed initial public offering price of
$13.50 per Class A Common Share after deducting the estimated underwriting
discount and expenses of the Offering and a fee payable to Ripplewood for
additional services provided in connection with the Offering and (ii)
application of the net proceeds from the Offering of $22.65 million, in
addition to a $19.75 million draw on the Amended Credit Facility (as defined
herein), to retire $40 million of senior debt and fund a $2.4 million
prepayment premium in connection therewith. See "Use of Proceeds." Such
adjustments would reduce 1995, pro forma 1995 and March 29, 1996 interest
expense by $2.8 million, $3.3 million and $0.8 million, respectively, and
increase the 1995, pro forma 1995 and March 29, 1996 provision for income
tax by $1.0 million, $1.3 million and $0.3 million, respectively. The
adjustments also reflect a $2.3 million net loss on the retirement of senior
debt ($2.4 million prepayment premium, $0.7 million write-off of financing
costs and $0.6 million write-off of debt discount, net of income tax benefit
of $1.4 million).
8
(6) EBITDA represents earnings before interest expense, other expense or income,
income taxes, depreciation and amortization. Other expense of $873,000 in
1994 represents non-recurring costs associated with an acquisition that was
not completed. The accrued interest component of cash flow from operating
activities was $2.1 million, $7.6 million and $(10.9 million) in 1992, 1993
and 1994, respectively. Management considers EBITDA to be a useful measure
of operating performance because, together with net income and cash flows,
EBITDA provides investors with an additional basis to evaluate the Company's
ability to pay interest, repay debt and make capital expenditures. In
addition, EBITDA is a component in the interest rate and covenant structure
of the Amended Credit Facility. See "Description of Certain Indebtedness."
To evaluate EBITDA and the trends it depicts, the components of EBITDA, such
as net sales, cost of sales and selling, general and administrative
expenses, should be considered. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations." Excluded from EBITDA are
interest, other expense or income, income taxes, depreciation and
amortization, each of which can significantly affect the Company's results
of operations and liquidity and should be considered in evaluating the
Company's financial performance. EBITDA has not been presented as an
alternative to operating income as determined in accordance with generally
accepted accounting principles as an indicator of operating performance or
to cash flows from operating, investing or financing activities as
determined in accordance with generally accepted accounting principles as a
measure of liquidity or ability to meet all cash needs. Not all companies
define EBITDA consistently; caution must be used in comparing this
measurement to EBITDA of other companies. See the Company's consolidated
financial statements and the notes thereto appearing elsewhere in this
Prospectus. The following reconciles net income (loss) to EBITDA:
<TABLE>
<CAPTION>
THREE
FISCAL
MONTHS
YEAR ENDED DECEMBER 31, ENDED
-------------------------------------------------------------------------- -----------
PRO FORMA MARCH 31,
1991 1992 1993 1994 1995 1995 1995
--------- --------- ------------ ------------ ----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Net income (loss)....................... $(3,409) $(6,615) $(6,173 ) $30,672 $3,705 $3,404 $(151)
Extraordinary item...................... -- -- -- (31,354 ) -- -- --
Provision for taxes..................... (1,006) (826) (89 ) 95 690 683 --
Interest expense........................ 8,541 8,727 10,118 6,017 4,231 6,264 909
Other (income) expense.................. -- -- -- 873 (3 ) 21 --
--------- --------- ------------ ------------ ----------- ----------- -----------
Income from operations.................. 4,126 1,286 3,856 6,303 8,623 10,372 758
Depreciation............................ 1,956 1,947 1,914 2,194 2,777 3,723 579
Amortization of intangibles and
goodwill............................... 2,540 1,978 1,303 1,305 1,491 1,830 349
--------- --------- ------------ ------------ ----------- ----------- -----------
EBITDA.................................. $8,622 $5,211 $7,073 $9,802 $12,891 $15,925 $1,686
--------- --------- ------------ ------------ ----------- ----------- -----------
--------- --------- ------------ ------------ ----------- ----------- -----------
<CAPTION>
MARCH 29,
1996
-----------
<S> <C>
Net income (loss)....................... $(401 )
Extraordinary item...................... --
Provision for taxes..................... 242
Interest expense........................ 1,585
Other (income) expense.................. 8
-----------
Income from operations.................. 1,434
Depreciation............................ 908
Amortization of intangibles and
goodwill............................... 406
-----------
EBITDA.................................. $2,748
-----------
-----------
</TABLE>
(7) Management fees are paid to the controlling and another shareholder of the
Company and are included in selling, general and administrative expenses.
Following the Offering, the Company will no longer be charged such management
fees. See "Certain Relationships and Related Party Transactions."
9
RISK FACTORS
A PROSPECTIVE PURCHASER SHOULD CONSIDER CAREFULLY ALL OF THE INFORMATION IN
THIS PROSPECTUS BEFORE DECIDING WHETHER TO PURCHASE THE CLASS A COMMON SHARES
OFFERED HEREBY AND, IN PARTICULAR, THE FOLLOWING FACTORS.
CYCLICAL NATURE OF THE CONSTRUCTION INDUSTRY
The Company's sales and earnings are strongly influenced by the level of
North American non-residential building and infrastructure construction
activity. Construction activity is cyclical and is affected by the strength of
the general economy and by other factors beyond the Company's control, including
governmental expenditures and changes in the banking and tax laws. Although
non-residential building construction and infrastructure construction
historically have been less cyclical than residential construction,
non-residential building construction experienced a severe decline in 1990 and
1991. In 1992, in part as a result of the effect of that decline on the
Company's sales and earnings and the Company's highly leveraged capital
structure following its acquisition in 1989 by an investor group led by a
subsidiary of Onex, the Company defaulted on certain financial covenants in its
senior debt and was unable to make required principal and interest payments. The
Company's debt was restructured in May 1994. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--1994 Restructuring."
Although the Company will be less leveraged immediately following the Offering
than it was in 1993, a decline in non-residential building or infrastructure
construction activity in the future likely would result in a decline in the
Company's sales and earnings which could be materially adverse.
RECENT LOSSES AND SEASONALITY
In 1991, 1992 and 1993, the Company incurred net losses of $3.4 million,
$6.6 million and $6.1 million, respectively. In 1994, the Company had net income
of $30.7 million but a loss before extraordinary item (related to the
forgiveness of debt) of $682,000. In 1995, the Company had net income of $3.7
million ($3.4 million on a pro forma combined basis). See "Management's
Discussion and Analysis of Financial Condition and Results of Operations." There
can be no assurance that the Company will be profitable in 1996 or in future
years or that it will not have to seek additional funds through borrowings,
sales of equity or otherwise to pursue its business objectives.
The construction industry is seasonal in most of North America, with demand
for the Company's products being higher in the spring and summer than in winter
and late fall. This seasonality typically adversely affects the Company's net
sales and net income in the first and last quarters of the year. In the first
quarter of 1995 and 1996, the Company had net losses of $151,000 ($245,000 on a
pro forma combined basis) and $401,000, respectively.
CHALLENGE OF GROWTH THROUGH ACQUISITIONS
The Company intends to continue to pursue its strategy of growth through
acquisitions. There can be no assurance, however, that future acquisitions will
be consummated or that any newly acquired business will be successfully
integrated into the Company's operations. The Company may issue additional Class
A Common Shares (which could result in dilution to the purchasers of the Class A
Common Shares offered hereby) or may incur substantial additional indebtedness,
or a combination thereof, to fund future acquisitions. There can be no assurance
that the Company will be able to obtain any such additional financing. In
addition, the Company, Bank One, Dayton NA and Bank of America Illinois
(collectively, the "Banks") have an agreement in principle, subject to a number
of conditions, to amend the Company's credit facility (the "Credit Facility"
and, as so amended, the "Amended Credit Facility"). The terms of the Amended
Credit Facility would prohibit the Company from merging or consolidating with,
or acquiring the stock of, another corporation or incurring additional
indebtedness (subject to certain exceptions) without the consent of the Banks.
There can be no assurance that the Company will be able to obtain the consent of
the Banks to any such merger, consolidation or acquisition or to the incurrence
of additional debt. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources" and
"Description of Certain Indebtedness."
10
In addition, the Company's ability to manage growth successfully will
require the Company to continue to improve its operational, management and
financial systems and controls. Certain of the Company's key employees have not
had experience in managing companies larger than the Company. If the Company's
management is unable to manage growth effectively, the Company's business,
results of operations and financial condition could be materially and adversely
affected. See "Business-- Management."
COMPETITION
The industry in which the Company operates is highly competitive in most
product categories and geographic regions. The Company believes that competition
is largely based on price, quality, breadth of product lines, distribution
capabilities (including quick delivery times) and customer service. The Company
competes for business with a relatively small number of full-line national
manufacturers and a much larger number of regional manufacturers and
manufacturers with limited product lines. In certain circumstances, due
primarily to factors such as freight rates, quick delivery times and customer
preference for local suppliers, certain manufacturers and suppliers may have a
competitive advantage over the Company in a given region. See
"Business--Competition."
CONTROL OF THE COMPANY BY RIPPLEWOOD; OTHER ANTI-TAKEOVER PROVISIONS
Holders of the Company's Class A Common Shares are entitled to one vote per
share and holders of the Class B Common Shares are entitled to ten votes per
share. Upon completion of the Offering, Ripplewood will own all of the
outstanding Class B Common Shares, representing 79.1% of the combined voting
power of the outstanding Common Shares. In addition, under the Company's Amended
and Restated Shareholder Agreement (the "Shareholder Agreement"), Ripplewood
will generally control the voting of an additional 1.9% of the outstanding
Common Shares (assuming exercise of all of the outstanding Options) which, with
Ripplewood's Class B Common Shares, collectively would represent 81.0% of the
combined voting power of the Common Shares. Consequently, Ripplewood will be
able, without the approval of the Company's other shareholders, to (i) elect all
of the Company's directors, (ii) amend the Company's amended articles of
incorporation with respect to most matters or effect a merger, sale of assets or
other major corporate transaction, (iii) defeat any non-negotiated takeover
attempt, (iv) convert its Class B Common Shares into Class A Common Shares and
sell such shares without participation in such sale by the Company's other
shareholders and (v) otherwise control the outcome of virtually all matters
submitted for a shareholder vote. See "Description of Capital Shares." Control
by Ripplewood may discourage certain types of transactions involving an actual
or potential change of control of the Company, including transactions in which
the holders of Class A Common Shares might receive a premium over prevailing
market prices for their shares. Timothy C. Collins, Matthew O. Diggs, Jr. and
Matthew M. Guerreiro, each of whom is a director of the Company, are Senior
Managing Director and Chief Executive Officer, non-executive Chairman of the
Board and a principal, respectively, of Ripplewood.
In addition, certain provisions of the Company's amended articles of
incorporation and certain provisions of the Ohio General Corporation Law (the
"OGCL") may have the effect of discouraging non-negotiated takeover attempts of
the Company. These provisions include so-called "blank check" preferred shares
and the Ohio Merger Moratorium Act. See "Description of Capital Shares." The
Board of Directors, without shareholder approval, can issue "blank check"
preferred shares with conversion and other rights that could adversely affect
the rights of the holders of Class A Common Shares. The Ohio Merger Moratorium
Act is intended to delay a person who acquires voting shares of an Ohio
corporation without the approval of the Board of Directors from engaging in any
merger, asset sale or other transaction resulting in a financial benefit to such
person.
DEPENDENCE ON KEY PERSONNEL
The Company's affairs are managed by a small number of key management and
operating personnel, the loss of any one of whom could have an adverse impact on
the Company. See "Business-- Management."
11
ENVIRONMENTAL COMPLIANCE
The Company is subject to regulation under various federal, state and local
laws and regulations relating to the environment. These laws and regulations
govern the generation, storage, transportation, disposal and emission of various
substances. Permits are required for operation of the Company's business, and
these permits are subject to renewal, modification and, in certain
circumstances, revocation. The Company believes it is in substantial compliance
with such laws and permitting requirements. The Company also is subject to
regulation under various federal, state and local laws and regulations which
allow regulatory authorities to compel (or seek reimbursement for) cleanup of
environmental contamination at its own sites and at facilities where its waste
is or has been disposed. The Company expects to incur on-going capital and
operating costs to maintain compliance with applicable environmental laws that
the Company does not expect to be, in the aggregate, material to its financial
condition, results of operations or liquidity. The Company cannot predict the
environmental laws or regulations that may be enacted in the future or how
existing or future laws or regulations will be administered or interpreted.
Compliance with more stringent laws or regulations, as well as more vigorous
enforcement policies of the regulatory agencies or stricter interpretation of
existing laws or regulations, may require additional expenditures by the
Company, some or all of which may be material. See "Business-- Environmental
Compliance."
NO PRIOR MARKET FOR CLASS A COMMON SHARES; POSSIBLE VOLATILITY OF PRICE
Prior to the Offering, there has been no public market for the Class A
Common Shares. Although the Class A Common Shares have been approved for listing
on the New York Stock Exchange, subject to official notice of issuance, there
can be no assurance that an active trading market will develop or be sustained.
The initial public offering price will be determined by negotiations among the
Company, Ripplewood and representatives of the Underwriters and may not be
indicative of the price at which the Class A Common Shares will trade after
completion of the Offering. See "Underwriting." There can be no assurance that
the prices at which the Class A Common Shares will sell in the public market
after the Offering will not be lower than the price at which they are sold by
the Underwriters. In addition, factors such as variations in the Company's
actual and anticipated operating results, announcements by the Company or others
and developments affecting the Company could cause the market price of the Class
A Common Shares to fluctuate significantly. Broad market fluctuations and
general economic and political conditions also may adversely affect the market
price of the Class A Common Shares, regardless of the Company's performance.
NO ANTICIPATED CASH DIVIDENDS
The Company does not intend to pay any cash dividends on the Common Shares
in the near term. See "Dividend Policy." In addition, the Company will not be
permitted to pay cash dividends to holders of the Common Shares under the terms
of the Company's Amended Credit Facility and may in the future enter into loan
or other agreements or issue debt securities or preferred shares that restrict
the payment of cash dividends on the Common Shares. See "Description of Certain
Indebtedness."
SHARES ELIGIBLE FOR FUTURE SALE
Future sales of substantial numbers of Class A Common Shares (including
shares issued upon the exercise of Options), or the perception that such sales
could occur, could adversely affect prevailing market prices for the Class A
Common Shares. If such sales reduce the market price of the Class A Common
Shares, the Company's ability to raise additional capital in the equity markets
could be adversely affected.
Upon completion of the Offering (assuming the Underwriters' over-allotment
option is not exercised), 1,522,550 Class A Common Shares into which the Class B
Common Shares held by Ripplewood may be converted, 312,050 Class A Common Shares
held by the Company's management and other shareholders and 272,750 Class A
Common Shares issuable upon exercise of Options held by management will continue
to be "restricted shares" as defined in Rule 144 under the Securities Act of
1933, as amended (the "Securities Act"). Such shares may not be resold unless
registered under the Securities Act or sold pursuant to an exemption from such
registration, including, among others, the exemption
12
provided by Rule 144 under the Securities Act. After the Offering, Ripplewood
and the other parties to the Shareholder Agreement will have certain incidental
registration rights with respect to any Class A Common Shares owned by them, and
Ripplewood will have two demand registration rights with respect to Common
Shares owned by it. See "Principal and Selling Shareholders--Shareholder
Agreement" and "Shares Eligible for Future Sale."
The Company, Ripplewood and certain of the Company's other shareholders, to
the extent that such shareholders are not selling shares in the Offering, have
agreed, subject to certain exceptions, not to sell, offer to sell, contract to
sell, grant any option to purchase or otherwise dispose of any Class A Common
Shares or securities convertible into or exercisable or exchangeable for Class A
Common Shares, other than the Class A Common Shares offered hereby, for a period
of 360 days after the date of this Prospectus without the consent of the
representatives of the Underwriters; provided, however, that the Company may
issue: (i) options pursuant to any employee stock option plan in effect on the
date of this Prospectus, (ii) Class A Common Shares upon the conversion or
exercise of securities or options outstanding on the date of this Prospectus and
(iii) commencing 90 days after the date of this Prospectus, Class A Common
Shares or securities convertible into or exercisable or exchangeable for Class A
Common Shares in mergers, acquisitions or similar transactions. See
"Underwriting" and "Shares Eligible for Future Sale."
DILUTION
Investors in the Offering will experience immediate dilution in the amount
of $15.14 per share in the net tangible book value of their Class A Common
Shares from the initial public offering price. See "Dilution."
13
USE OF PROCEEDS
The net proceeds to the Company from the sale by the Company of 1,900,000 of
the Class A Common Shares offered in the Offering, at an assumed initial public
offering price of $13.50 per share, are estimated to be approximately
$22,650,000 ($26,150,000 if the Underwriters' over-allotment option is exercised
in full), after deducting the estimated underwriting discount and expenses of
the Offering payable by the Company. The Company intends to use such net
proceeds to prepay its 11.75% Senior Notes due 2002 (the "Senior Notes due
2002"), which mature on December 31, 2002, and its 11.75% Senior Notes due 2003
(the "Senior Notes due 2003" and, together with the Senior Notes due 2002, the
"Senior Notes"), which mature on December 31, 2003. The Company will pay a
prepayment premium of $2,400,000 to the holders of the Senior Notes in
connection with such prepayment. The Company intends to fund the remaining
amount needed to prepay the Senior Notes and to pay such prepayment premium with
borrowings of $19,750,000 under the Amended Credit Facility. See "Description of
Certain Indebtedness."
As of March 29, 1996, the outstanding principal amount of the Senior Notes
was $40,000,000, of which the outstanding principal amount of the Senior Notes
due 2002 was $25,000,000 and the outstanding principal amount of the Senior
Notes due 2003 was $15,000,000. Mandatory annual prepayments in the amount of
$6,250,000 on the Senior Notes due 2002 and $3,750,000 on the Senior Notes due
2003 must be made, if not previously paid, commencing in 1999 and 2000,
respectively. The Senior Notes bear interest at the rate of 11.75% per annum.
The Senior Notes due 2002 were issued in connection with the 1994 Restructuring.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations--1994 Restructuring." The Senior Notes due 2003 were issued in
October 1995 to finance, in part, the acquisition of Dur-O-Wal.
The Company will not receive any proceeds from the sale of Class A Common
Shares in the Offering by the Selling Shareholders.
DIVIDEND POLICY
The Company currently intends to retain its future earnings, if any, to fund
the development and growth of its business and, therefore, does not anticipate
declaring and paying cash dividends on the Common Shares in the near term. The
decision whether to apply legally available funds to the payment of dividends on
the Common Shares will be made by the Board of Directors of the Company from
time to time in the exercise of its business judgment, taking into account,
among other things, the Company's results of operations and financial condition,
any then existing or proposed commitments for the use by the Company of
available funds and the Company's obligations with respect to any then
outstanding class or series of its preferred shares.
The Company will be restricted by the terms of the Amended Credit Facility
from paying cash dividends on the Common Shares and may in the future enter into
loan or other agreements or issue debt securities or preferred shares that
restrict the payment of cash dividends on the Common Shares. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources" and "Description of Certain Indebtedness."
14
CAPITALIZATION
The following table sets forth the capitalization of the Company at March
29, 1996, and as adjusted to give effect to the Offering and the application of
the estimated $22,650,000 of net proceeds to the Company therefrom as described
in "Use of Proceeds." This table should be read in conjunction with the
Company's consolidated financial statements and the notes thereto included
elsewhere in this Prospectus.
<TABLE>
<CAPTION>
AT MARCH 29, 1996
---------------------------
AS ADJUSTED
FOR THE
ACTUAL OFFERING(1)
------------- ------------
(IN THOUSANDS)
<S> <C> <C>
Long-term debt (including current portion):
Borrowings under Credit Facility................ $ 17,070(2) $ 36,820
11.75% Senior Notes due 2002.................... 25,000 --
Debt discount................................... (555) --
11.75% Senior Notes due 2003.................... 15,000 --
Other long-term debt............................ 294 294
------------- ------------
Total long-term debt (3)...................... $ 56,809 $ 37,114
------------- ------------
Shareholders' equity (4):
Preferred Shares, without par value: 5,000,000
shares authorized, no shares issued............ -- --
Class A Common Shares, without par value:
20,000,000 shares authorized, 2,804,500 shares
issued; 20,483,300 shares authorized, 4,012,050
shares issued, as adjusted (5)................. $17,483 $31,870
Old Class B Common Shares, without par value:
15,000,000 shares authorized, 485,500 shares
issued......................................... 1,942 --
Class B Common Shares, without par value,
1,522,550 shares authorized, 1,522,550 shares
issued, as adjusted............................ -- 10,123
Cumulative foreign currency translation
adjustment..................................... (139 ) (139 )
Excess pension liability........................ (50 ) (50 )
Retained earnings (6)........................... 7,929 5,635
Treasury shares, Class A Common, 2,000 shares;
no shares as adjusted.......................... (81 ) --
------------- ------------
Total shareholders' equity.................... 27,084 47,439
------------- ------------
Total capitalization.............................. $ 83,893 $ 84,553
------------- ------------
------------- ------------
</TABLE>
------------------------------
(1) Adjusted to reflect the Offering and, immediately prior to the consummation
of the Offering, (i) the conversion of the 1,969,550 Class A Common Shares
held by Ripplewood as of March 29, 1996 and the 36,000 Class A Common
Shares acquired by Ripplewood from a subsidiary of Onex on April 4, 1996
into 2,005,850 Class B Common Shares, and the subsequent conversion by
Ripplewood of 483,300 of its Class B Common Shares into an equal number of
Class A Common Shares offered hereby, (ii) the conversion of 485,500 Old
Class B Common Shares into Class A Common Shares and (iii) the retirement
of 2,000 Class A Common Shares held in treasury.
(2) At March 29, 1996, unutilized availability under the Credit Facility
aggregated $7.6 million.
(3) Includes current portion of long-term debt of $0.03 million.
(4) Immediately prior to consummation of the Offering, the Company will amend
its amended articles of incorporation to effect certain changes to its
capital shares. See "Description of Capital Shares."
(5) The number of issued and outstanding shares does not include 272,750 Class
A Common Shares issuable upon exercise of outstanding Options, all of which
will become exercisable upon completion of the Offering.
(6) Adjusted to reflect a charge to earnings for the prepayment premium of $2.4
million, the write-off of financing costs, which are included in intangible
assets, of $0.7 million and the write-off of the debt discount of $0.6
million, net of the income tax benefit of $1.4 million related to the
repayment of the Senior Notes.
15
DILUTION
At March 29, 1996, the net tangible book value (deficit) of the Company was
$(30,192,000) or $(9.18) per Common Share. After giving effect to the Offering
(assuming an initial public offering price of $13.50 per share), the receipt of
the net proceeds to the Company therefrom (after deducting the estimated
underwriting discount and expenses of the Offering payable by the Company and
the fee payable to Ripplewood for additional services provided in connection
with the Offering) and the write-off of financing costs of $745,000 associated
with the repayment of the Senior Notes, the pro forma net tangible book value
(deficit) of the Company as of March 29, 1996 would have been $(9,091,000) or
$(1.64) per Common Share. This represents an immediate increase in net tangible
book value of $7.54 per Common Share to existing shareholders and an immediate
dilution in net tangible book value of $15.14 per Common Share to purchasers of
Class A Common Shares in the Offering at the assumed initial public offering
price.
The following table illustrates the per Common Share dilution to new
investors purchasing Class A Common Shares in the Offering:
<TABLE>
<S> <C> <C>
Assumed public offering price per Common Share (1).......................... $ 13.50
Net tangible book value (deficit) per Common Share as of March 29, 1996
before the Offering (2).................................................. $ (9.18)
Increase per Common Share attributable to the Offering.................... 7.54
Pro forma net tangible book value (deficit) per Common Share after the
Offering (2)............................................................. (1.64)
---------
Dilution per Common Share to new investors................................ $ 15.14
---------
---------
</TABLE>
------------------------------
(1) Before deducting the estimated underwriting discount and expenses of the
Offering payable by the Company and the fee payable to Ripplewood for
additional services provided in connection with the Offering.
(2) Net tangible book value (deficit) per Common Share is equal to total
tangible assets of the Company less total liabilities divided by the number
of Common Shares outstanding with respect to the $(9.18) value and divided
by the number of pro forma Common Shares outstanding with respect to the
$(1.64) value.
The following table summarizes as of March 29, 1996 the number of Common
Shares purchased from the Company, the total consideration paid to the Company
and the average price per Common Share paid to the Company with respect to the
Common Shares held by existing shareholders of the Company and by purchasers of
Common Shares in the Offering (before deducting the estimated underwriting
discount and expenses of the Offering payable by the Company and the fee payable
to Ripplewood for additional services provided in connection with the Offering)
at an assumed initial public offering price of $13.50 per share:
<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
------------------------ --------------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
----------- ----------- -------------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Existing shareholders (1)......................... 3,288,000 63.4% $ 19,425,000 43.1% $5.91
New investors..................................... 1,900,000 36.6 25,650,000 56.9 13.50
----------- ----------- -------------- -----------
Total........................................... 5,188,000 100.0% $ 45,075,000 100.0% $8.69
----------- ----------- -------------- -----------
----------- ----------- -------------- -----------
</TABLE>
------------------------
(1) Does not include 346,600 Class A Common Shares purchasable by existing
shareholders at a price of $0.000002 per share upon exercise of outstanding
warrants (the "Warrants"). All the Warrants will be exercised immediately
prior to the consummation of the Offering. The following table summarizes
as of March 29, 1996, after giving effect to the Offering (including the
exercise of the Warrants), the number of Common Shares purchased from the
Company, the total consideration paid to the Company and the average price
per Common Share paid to the Company with respect to the Common Shares held
by existing shareholders of the Company and by purchasers of Common Shares
in the Offering (before deducting the estimated underwriting discount and
expenses of the Offering payable by the Company and the fee payable to
Ripplewood for additional services provided in connection with the
Offering) at an assumed initial public offering price of $13.50 per share:
<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
------------------------ --------------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
----------- ----------- -------------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Existing shareholders............................. 3,634,600 65.7% $ 19,425,000 43.1% $5.34
New investors..................................... 1,900,000 34.3 25,650,000 56.9 13.50
----------- ----------- -------------- -----------
Total........................................... 5,534,600 100.0% $ 45,075,000 100.0% $8.14
----------- ----------- -------------- -----------
----------- ----------- -------------- -----------
</TABLE>
Sales by the Selling Shareholders in the Offering, including sales of the
Class A Common Shares purchased upon exercise of the Warrants, will reduce
the number of Common Shares held by the existing shareholders to 1,834,600,
or 33.1% of the Common Shares outstanding (26.8%, if the Underwriters'
over-allotment option is exercised in full), and will increase the number of
Common Shares held by purchasers in the Offering to 3,700,000, or 66.9% of
the Common Shares outstanding upon completion of the Offering (73.2%, if the
Underwriters' over-allotment option is exercised in full). See "Principal
and Selling Shareholders."
The foregoing computations assume no exercise of any of the outstanding
Options. See "Principal and Selling Shareholders." As of March 29, 1996, there
were Options outstanding to purchase 272,750 Class A Common Shares at a weighted
average price of $2.44 per share, all of which will be immediately exercisable
after consummation of the Offering. To the extent additional outstanding Options
are exercised, there will be further dilution to new investors. See "Description
of Capital Shares."
16
SELECTED FINANCIAL DATA
The following table sets forth summary financial data for the fiscal years
ended December 31, 1991 through 1995, which data have been derived from
consolidated financial statements of the Company, which have been audited by
Arthur Andersen LLP, independent public accountants, and which, in the case of
the three years ended December 31, 1995, are included elsewhere in this
Prospectus. The table also includes data as of and for the three fiscal months
ended March 31, 1995, and March 29, 1996, which have been derived from the
unaudited consolidated financial statements of the Company included elsewhere in
this Prospectus and which, in the opinion of management, reflect all material
adjustments of a normal and recurring nature necessary for a fair presentation
of such data. The following data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Company's consolidated financial statements and the notes
thereto included elsewhere in this Prospectus. Pro forma combined financial
statements of the Company and Dur-O-Wal also are presented elsewhere in this
Prospectus. See "Pro Forma Combined Financial Information."
<TABLE>
<CAPTION>
THREE FISCAL MONTHS
ENDED
YEAR ENDED DECEMBER 31, ------------------------
-------------------------------------------------------- MARCH 31, MARCH 29,
1991 1992 1993 1994 1995 1995 1996
--------- --------- --------- ------------ --------- ----------- -----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Net sales................................... $ 68,532 $71,462 $ 75,154 $82,341 $92,802 $17,977 $23,615
Cost of sales............................... 48,607 53,054 55,427 58,011 63,990 12,555 16,146
--------- --------- --------- ------------ --------- ----------- -----------
Gross profit................................ 19,925 18,408 19,727 24,330 28,812 5,422 7,469
Selling, general and administrative
expenses................................... 13,259 15,144(1) 14,568 16,722 18,698 4,315 5,629
Amortization of goodwill and intangibles.... 2,540 1,978 1,303 1,305 1,491 349 406
--------- --------- --------- ------------ --------- ----------- -----------
Income from operations...................... 4,126 1,286 3,856 6,303 8,623 758 1,434
Interest expense, net....................... 8,541 8,727 10,118 6,017(2) 4,231 909 1,585
Other expense (income), net................. -- -- -- 873 (3) -- 8
Provision (benefit) for income taxes (3).... (1,006) (826) (89) 95 690 -- 242
--------- --------- --------- ------------ --------- ----------- -----------
Income (loss) before extraordinary item..... (3,409) (6,615) (6,173) (682) 3,705 (151 ) (401 )
Extraordinary item, net of tax.............. -- -- -- 31,354(2) -- -- --
--------- --------- --------- ------------ --------- ----------- -----------
Net income (loss)........................... $(3,409) $(6,615) $(6,173) $30,672 $3,705 $(151 ) $(401 )
--------- --------- --------- ------------ --------- ----------- -----------
--------- --------- --------- ------------ --------- ----------- -----------
Net income (loss) available to common
shareholders............................... $(3,409) $(6,615) $(6,173) $30,175 $71 $(363 ) $(401 )
--------- --------- --------- ------------ --------- ----------- -----------
--------- --------- --------- ------------ --------- ----------- -----------
Income (loss) per share available to common
shareholders before extraordinary item and
before dividends, accretion and redemption
of redeemable preferred shares............. $(35.87) $(69.60) $(64.95) $(0.34) $1.04 $(0.05 ) $(0.12 )
Income (loss) per share available to common
shareholders before extraordinary item..... (35.87) (69.60) (64.95) (0.58) 0.02 (0.12 ) (0.12 )
Net income (loss) per common and common
equivalent share before dividends,
accretion and redemption of redeemable
preferred shares (4)....................... (35.87) (69.60) (64.95) 15.17 1.04 (0.05 ) (0.12 )
Net income (loss) per common and common
equivalent share (4)....................... (35.87) (69.60) (64.95) 14.92 0.02 (0.12 ) (0.12 )
Weighted average common and common
equivalent shares outstanding (4).......... 95,039 95,039 95,039 2,021,918 3,560,808 2,956,789 3,333,389
</TABLE>
<TABLE>
<CAPTION>
AS OF
AS OF DECEMBER 31, ------------------------
----------------------------------------------------- MARCH 31, MARCH 29,
1991 1992 1993 1994 1995 1995 1996
--------- --------- --------- --------- --------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET:
Total assets................................... $ 76,696 $75,114 $75,818 $72,371 $103,860 $75,396 $107,052
Long-term debt (including current portion)..... 60,262 64,225 64,483 24,552 53,012 26,635 56,809
Shareholders' equity........................... 4,496 (2,224) (8,848) 27,674 27,485 27,313 27,084
</TABLE>
(see footnotes on the following page)
17
<TABLE>
<CAPTION>
THREE FISCAL MONTHS
ENDED
YEAR ENDED DECEMBER 31, ------------------------
----------------------------------------------------- MARCH 31, MARCH 29,
1991 1992 1993 1994 1995 1995 1996
--------- --------- --------- --------- --------- ----------- -----------
(IN THOUSANDS)
OTHER OPERATING DATA:
<S> <C> <C> <C> <C> <C> <C> <C>
EBITDA (5)................................. $8,622 $5,211 $7,073 $9,802 $12,891 $1,686 $2,748
Cash flow from operating activities........ (736) 882 2,503 (7,576) 8,226 (2,133 ) (3,652 )
Cash flow from investing activities........ (456) 578 (1,617) (2,075) (26,321) (503 ) (665 )
Cash flow from financing activities........ 500 2,992 -- 3,912 18,256 2,170 3,777
Capital expenditures....................... 447 695 1,647 2,082 2,730 505 667
Management fees (6)........................ 250 250 250 250 250 63 84
</TABLE>
------------------------------
(1) Includes charges of $1.1 million to bad debt and restructuring reserves.
(2) In December 1992, the Company defaulted on certain financial covenants in
its senior debt and was unable to make payments of principal and interest
as they came due. From December 1992 to May 1994, the Company accrued
additional penalty interest on its senior debt. In May 1994, the Company
reached an agreement with its lenders to restructure its debt, resulting in
an extraordinary gain of $31.4 million net of income tax effect of $0.1
million. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--1994 Restructuring" and Note 3 to the
consolidated financial statements of the Company.
(3) In 1991, 1992 and 1993, an income tax benefit was recorded to the extent
the Company was able to carryback losses to obtain federal or state income
tax refunds. In 1994, the provision for income taxes related to alternative
minimum taxes. In 1995, the provision for income taxes was reduced to
reflect the utilization of net operating losses from 1992 and 1993. The
provision for income taxes in the first quarter of 1996 reflects
non-deductible goodwill amortization and a net operating loss in Canada on
which no tax carryback is available.
(4) Net income (loss) per common and common equivalent share before dividends,
accretion and redemption of preferred shares and net income (loss) per
common and common equivalent share are based on the weighted average common
and dilutive common equivalent shares outstanding during the period. For
the purposes of calculating net income (loss) per common and common
equivalent share, common equivalent shares issued more than 12 months prior
to the Offering are excluded in periods with a net loss available to common
shareholders. Common equivalent shares issued less than 12 months prior to
the Offering are included for all periods presented. Common share
equivalents include the number of shares issuable upon the exercise of the
outstanding Options and Warrants less shares that could be purchased with
the proceeds from the exercise of the Options and Warrants, based on the
assumed initial public offering price of $13.50 per share.
(5) EBITDA represents earnings before interest expense, other expense or
income, income taxes, depreciation and amortization. Other expense of
$873,000 in 1994 represents non-recurring costs associated with an
acquisition that was not completed. The accrued interest component of cash
flow from operating activities was $2.1 million, $7.6 million and $(10.9)
million in 1992, 1993, and 1994, respectively. Management considers EBITDA
to be a useful measure of operating performance because, together with net
income and cash flows, EBITDA provides investors with an additional basis
to evaluate the Company's ability to pay interest, repay debt and make
capital expenditures. In addition, EBITDA is a component in the interest
rate and covenant structure of the Amended Credit Facility. See
"Description of Certain Indebtedness." To evaluate EBITDA and the trends it
depicts, the components of EBITDA, such as net sales, cost of sales and
selling, general and administrative expenses, should be considered. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." Excluded from EBITDA are interest, other expense or income,
income taxes, depreciation and amortization, each of which can
significantly affect the Company's results of operations and liquidity and
should be considered in evaluating the Company's financial performance.
EBITDA has not been presented as an alternative to operating income as
determined in accordance with generally accepted accounting principles as
an indicator of operating performance or to cash flows from operating,
investing or financing activities as determined in accordance with
generally accepted accounting principles as a measure of liquidity or
ability to meet all cash needs. Not all companies define EBITDA
consistently; caution must be used in comparing this measurement to EBITDA
of other companies. See the Company's consolidated financial statements and
the notes thereto appearing elsewhere in this Prospectus.
The following reconciles net income (loss) to EBITDA:
<TABLE>
<CAPTION>
THREE FISCAL MONTHS
ENDED
YEAR ENDED DECEMBER 31, ------------------------
----------------------------------------------------- MARCH 31, MARCH 29,
1991 1992 1993 1994 1995 1995 1996
--------- --------- --------- --------- --------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Net income (loss)...................... $(3,409) $(6,615) $(6,173) $ 30,672 $3,705 $(151 ) $(401 )
Extraordinary item..................... -- -- -- (31,354) -- -- --
Provision for taxes.................... (1,006) (826) (89) 95 690 -- 242
Interest expense....................... 8,541 8,727 10,118 6,017 4,231 909 1,585
Other (income) expense................. -- -- -- 873 (3) -- 8
--------- --------- --------- --------- --------- ----------- -----------
Income from operations................. 4,126 1,286 3,856 6,303 8,623 758 1,434
Depreciation........................... 1,956 1,947 1,914 2,194 2,777 579 908
Amortization of intangibles and
goodwill.............................. 2,540 1,978 1,303 1,305 1,491 349 406
--------- --------- --------- --------- --------- ----------- -----------
EBITDA................................. $8,622 $5,211 $7,073 $9,802 $ 12,891 $ 1,686 $ 2,748
--------- --------- --------- --------- --------- ----------- -----------
--------- --------- --------- --------- --------- ----------- -----------
</TABLE>
(6) Management fees are paid to the controlling and another shareholder of the
Company. Such fees are included in selling, general and administrative
expenses. Following the Offering, the Company will no longer be charged
such management fees. See "Certain Relationships and Related Party
Transactions."
18
PRO FORMA COMBINED FINANCIAL INFORMATION
The unaudited pro forma combined financial information is based upon the
historical consolidated financial statements of the Company and Dur-O-Wal
adjusted to give effect to the Dur-O-Wal Acquisition. The pro forma combined
statement of operations gives effect to the Dur-O-Wal Acquisition, including the
related incurrence of debt, as if it had occurred on January 1, 1995. The
unaudited pro forma combined financial information does not give effect to any
other transactions and does not purport to represent the Company's results of
operations had the Dur-O-Wal Acquisition, in fact, occurred on such date, or the
results that can be expected for the Company in the future. The pro forma
combined financial information should be read in conjunction with the Company's
and Dur-O-Wal's historical consolidated financial statements and the notes
thereto included elsewhere in this Prospectus.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA
DUR-O-WAL FOR THE ADJUSTMENTS
PERIOD JANUARY 1, RELATED TO THE
THE COMPANY, 1995 THROUGH DUR-O-WAL PRO FORMA
AS REPORTED(1) OCTOBER 15, 1995 ACQUISITION COMBINED
---------------- ----------------- ---------------- -----------
<S> <C> <C> <C> <C>
Net sales.................................... $92,802 $ 20,893 $ -- $113,695
Cost of sales................................ 63,990 15,318 669 (2) 79,977
---------------- -------- ------- -----------
Gross profit............................... 28,812 5,575 (669 ) 33,718
Selling, general and administrative
expenses.................................... 18,698 3,370 (569 (3) 21,516
17 (2)
Amortization of goodwill and intangibles..... 1,491 181 158 (4) 1,830
---------------- -------- ------- -----------
Income from operations....................... 8,623 2,024 (275 ) 10,372
Other expenses:
Interest expense, net...................... 4,231 449 2,033 (5) 6,264
(449 (6)
Other, net................................. (3 ) 24 -- 21
---------------- -------- ------- -----------
Income before income taxes................... 4,395 1,551 (1,859 ) 4,087
Provision (benefit) for income taxes......... 690 674 (681 (7) 683
---------------- -------- ------- -----------
Net income................................... 3,705 877 (1,178 ) 3,404
Dividends on Redeemable Preferred Shares..... (470 ) -- -- (470 )
Accretion on Redeemable Preferred Shares..... (192 ) -- -- (192 )
Redemption of Redeemable Preferred Shares in
excess of book value........................ (2,972 ) -- -- (2,972 )
---------------- -------- ------- -----------
Net income (loss) available to common
shareholders................................ $71 $877 $ (1,178 ) $(230 )
---------------- -------- ------- -----------
---------------- -------- ------- -----------
Net income (loss) per share.................. $0.02 $(0.08 )
---------------- -----------
---------------- -----------
Weighted average common and common equivalent
shares outstanding(8)....................... 3,560,808 3,036,236
---------------- -----------
---------------- -----------
</TABLE>
------------------------------
(1) Includes the results of Dur-O-Wal for the period October 16 to December 31,
1995.
(2) To record depreciation on higher building value of $0.7 million over 15
years and higher machinery and equipment values of $4.1 million over 5
years.
(3) To remove expenses incurred by Dur-O-Wal related to the sale of Dur-O-Wal
to the Company, comprised of $317,000 for a terminated compensation plan,
$202,000 for management fees to Dur-O-Wal's former controlling shareholder
and $50,000 for professional fees.
(4) To record additional goodwill amortization over 40 years on goodwill of
$17,167,000 in excess of Dur-O-Wal historical goodwill amortization of
$229,000 per year.
(see footnotes on the following page)
19
(5) To record increase in interest expense, including amortization of financing
costs, on the Senior Notes of $15.0 million at 11.75% and draws on the
Credit Facility of $8.6 million at 8.75%, the rate in effect at the time of
the draws related to the Dur-O-Wal Acquisition.
(6) To remove Dur-O-Wal interest expense for debt of $2.6 million retired on
October 16, 1995.
(7) To record income tax effect of previous entries at the incremental rate
rather than the effective rate.
(8) Net income (loss) per common and common equivalent share before dividends,
accretion and redemption of preferred shares and net income (loss) per
common and common equivalent share are based on the weighted average common
and dilutive common equivalent shares outstanding during the period. For
the purposes of calculating net income (loss) per common and common
equivalent share, common equivalent shares issued more than 12 months prior
to the Offering are excluded in periods with a net loss available to common
shareholders. Common equivalent shares issued less than 12 months prior to
the Offering are included for all periods presented. Common share
equivalents include the number of shares issuable upon the exercise of the
outstanding Options and Warrants less shares that could be purchased with
the proceeds from the exercise of the Options and Warrants, based on the
assumed initial public offering price of $13.50 per share.
20
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS OF THE COMPANY'S FINANCIAL CONDITION
AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS AND NOTES THERETO AND THE UNAUDITED PRO FORMA COMBINED FINANCIAL
INFORMATION INCLUDED ELSEWHERE IN THIS PROSPECTUS.
INDUSTRY
The Company operates in a cyclical and seasonal industry and changes in
demand for construction services have a material impact upon the Company's sales
and profitability. The non-residential building and multi-family residential
segments of the construction industry suffered a sharp decline from 1990 through
1991 due to the combined impact of a cyclical recession and other factors. This
sharp decline had a material adverse impact upon demand for the Company's
products and the Company's results of operations. Beginning in 1993, demand
began to recover, although growth in spending in the non-residential building
and multi-family residential segments of the construction industry was slower
than that historically experienced during the early phases of an economic
recovery. The recovery continued in 1994 and 1995, and the dollar volume of new
contract awards for non-residential building, infrastructure and multi-family
residential segments of the construction industry (collectively, "Heavy
Construction") grew by 11.6% in 1994 and 7.4% in 1995. In light of these
conditions, the information presented below under "Business--The Industry" is
important for understanding the discussion of historical financial results
presented below.
ACQUISITION OF DUR-O-WAL
On October 16, 1995, the Company acquired Dur-O-Wal, a leading manufacturer
of masonry accessories with a principal manufacturing facility in Aurora,
Illinois and six other service/distribution facilities in North America (two of
which have subsequently been consolidated into Company facilities). Dur-O-Wal's
net sales, which were $24.7 million in 1994 (as reclassified by the Company) and
$25.7 million in 1995 on a pro forma combined basis, are made principally to
masonry block manufacturers and wholesalers of masonry materials throughout
North America. The cash purchase price of $23.6 million, including acquisition
costs, was financed by borrowings of $8.6 million under the Credit Facility and
the issuance of $15 million of Senior Notes due 2003. The acquisition of
Dur-O-Wal was accounted for as a purchase, and the results of Dur-O-Wal have
been included in the accompanying consolidated financial statements of the
Company since the date of acquisition.
The cost of the acquisition was allocated to the assets acquired and
liabilities assumed based on their fair market values, including goodwill of
$17,167,000, which is being amortized over 40 years and will create annual
amortization of $429,000. In determining the amortization period of 40 years,
the Company considered the basic construction use of the Dur-O-Wal products and
the minor changes in technology which have occurred in the past in the masonry
industry. Further, the Dur-O-Wal tradename has been in use for marketing masonry
products for over 50 years. The carrying value of goodwill is assessed for
recoverability by management when changes in circumstances indicate that the
carrying amount may not be recoverable, based on an analysis of undiscounted
future expected cash flows from the use and ultimate disposition of the asset.
1994 RESTRUCTURING
Following the acquisition of the Company by an investor group led by a
subsidiary of Onex in 1989, the Company had a highly leveraged capital
structure. In December 1992, in part as a result of that leverage and the impact
of the severe downturn in the Heavy Construction industry between 1990 and 1991,
the Company defaulted on certain financial covenants in the agreement relating
to its senior debt and was unable to make payments of principal and interest as
they came due. In May 1994, the Company completed the 1994 Restructuring in
which it exchanged common shares, preferred shares and cash for all its
outstanding debt. As part of the 1994 Restructuring, the Company's senior
revolving line of credit note of $7 million in principal amount, senior
promissory notes of $35 million in aggregate principal amount and senior
subordinated promissory notes of $20 million in aggregate principal amount were
exchanged for $22.8 million in cash, 863,400 Old Class B Common Shares (valued
at
21
$1.7 million based on the price per share paid for the Class A Common Shares
issued to the existing holders of Class A Common Shares described in the next
paragraph), 50,000 12% preferred shares (valued at their aggregate redemption
value of $5 million) and 50,000 zero coupon preferred shares (with an aggregate
redemption value of $5 million but valued at their market value of $1.7
million). In addition, junior subordinated notes in aggregate principal amount
of $2.7 million payable to former shareholders were repaid for $520,000 in cash.
Accrued interest of $14.6 million on all outstanding debt was repaid.
The Company funded the cash portion of the 1994 Restructuring through the
issuance of additional Class A Common Shares to the existing holders of Class A
Common Shares for $4 million, the issuance of the Senior Notes due 2002 (which
included the Warrants) for $25 million, the establishment of a $20 million
revolving credit facility under which it borrowed $6 million and cash on hand of
$3 million. As a result of the 1994 Restructuring, the Company's debt was
reduced by $33.8 million and the Company recognized an extraordinary gain of
$31.4 million (net of income tax effect of $0.1 million).
RESULTS OF OPERATIONS
The following table summarizes the Company's results of operations as a
percentage of net sales for the years 1993 through 1995 and the three fiscal
months ended March 31, 1995 and March 29, 1996:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------- THREE FISCAL
MONTHS ENDED
HISTORICAL PRO FORMA(1) -------------
---------------------------------- --------------- MARCH 31,
1993 1994 1995 1995 1995
---------- ---------- ---------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Net sales.......................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales...................................... 73.8 70.5 69.0 70.3 69.8
----- ----- ----- ----- -----
Gross profit....................................... 26.2 29.5 31.0 29.7 30.2
Selling, general and administrative expenses....... 19.4 20.3 20.1 18.9 24.0
Amortization of goodwill and intangibles........... 1.7 1.5 1.6 1.7 2.0
----- ----- ----- ----- -----
Income from operations............................. 5.1 7.7 9.3 9.1 4.2
Interest expense, net.............................. 13.4 7.3 4.6 5.5 5.0
Other, net(2)...................................... -- 1.1 -- -- --
----- ----- ----- ----- -----
Income (loss) before income taxes and extraordinary
item.............................................. (8.3) (0.7) 4.7 3.6 (0.8)
Provision (benefit) for income taxes............... (0.1) 0.1 0.7 0.6 --
----- ----- ----- ----- -----
Income (loss) before extraordinary item............ (8.2) (0.8) 4.0 3.0 (0.8)
Extraordinary item, net of tax..................... -- 38.1(3) -- --
----- ----- ----- ----- -----
Net income (loss).................................. (8.2)% 37.3% 4.0% 3.0% (0.8)%
----- ----- ----- ----- -----
----- ----- ----- ----- -----
<CAPTION>
MARCH 29,
1996
-------------
<S> <C>
Net sales.......................................... 100.0%
Cost of sales...................................... 68.4
-----
Gross profit....................................... 31.6
Selling, general and administrative expenses....... 23.8
Amortization of goodwill and intangibles........... 1.7
-----
Income from operations............................. 6.1
Interest expense, net.............................. 6.8
Other, net(2)...................................... --
-----
Income (loss) before income taxes and extraordinary
item.............................................. (0.7)
Provision (benefit) for income taxes............... 1.0
-----
Income (loss) before extraordinary item............ (1.7)
Extraordinary item, net of tax.....................
-----
Net income (loss).................................. (1.7)%
-----
-----
</TABLE>
------------------------------
(1) The unaudited pro forma results of operations as a percentage of net sales
are derived from the unaudited pro forma combined financial information
included elsewhere in this Prospectus. The unaudited pro forma combined
financial information gives effect to the Dur-O-Wal Acquisition, including
the related incurrence of debt, as if it had occurred on January 1, 1995
and reflects the purchase method of accounting, after giving effect to pro
forma adjustments. The unaudited pro forma combined financial information
does not give effect to any other transaction and does not purport to
represent the Company's results of operations had such transaction, in
fact, occurred on that date, or the results that can be expected in the
future. See "Pro Forma Combined Financial Information."
(2) Represents costs associated with an acquisition which was not completed.
(3) The 1994 Restructuring resulted in an extraordinary gain of $31.4 million
net of income tax effect of $0.1 million. See "1994 Restructuring" and Note
3 to the Company's consolidated financial statements.
COMPARISON OF THREE FISCAL MONTHS ENDED MARCH 29, 1996 AND MARCH 31, 1995
Net sales increased $5.6 million, or 31.1%, from $18.0 million in the first
quarter of 1995 to $23.6 million in the first quarter of 1996. On a pro forma
combined basis, the Company's net sales declined by $0.4 million, or 1.7%, from
$24.0 million in the first quarter of 1995. Operating results during the first
quarter of 1996 were adversely affected by the severe winter weather experienced
in the eastern portion of the United States, which delayed many construction
projects.
22
Net sales by product category as reported in the Company's consolidated
financial statements and on a pro forma combined basis were as follows:
<TABLE>
<CAPTION>
PRO FORMA FOR THE DUR-
O-WAL
HISTORICAL ACQUISITION
---------------------------------------------- ----------------------
THREE FISCAL MONTHS THREE FISCAL MONTHS THREE FISCAL MONTHS
ENDED ENDED ENDED
MARCH 31, 1995 MARCH 29, 1996 MARCH 31, 1995
---------------------- ---------------------- ----------------------
AMOUNT % AMOUNT % AMOUNT %
----------- --------- ----------- --------- ----------- ---------
(IN MILLIONS, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C> <C> <C>
Concrete accessories
(including concrete paving
products)................. $ 18.0 100.0% $ 18.6 78.8% $ 18.0 75.0%
Masonry accessories........ -- -- 5.0 21.2 6.0 25.0
----- --------- ----- --------- ----- ---------
$ 18.0 100.0% $ 23.6 100.0% $ 24.0 100.0%
----- --------- ----- --------- ----- ---------
----- --------- ----- --------- ----- ---------
</TABLE>
Net sales of concrete accessories increased by $0.6 million, or 3.3%, to
$18.6 million in the first quarter of 1996 due to fair market demand in spite of
the adverse weather. On a pro forma combined basis, net sales of masonry
accessories declined by $1.0 million, or 16.7%, to $5.0 million in the first
quarter of 1996 due to severe winter weather which adversely affected the sales
of "hot dip" galvanized masonry accessories used in exterior building walls. In
addition, a competitor entered the market for "hot dip" masonry accessories late
in 1995 which also adversely affected sales of this product in the first quarter
of 1996.
Gross profit increased $2.1 million, or 38.9%, from $5.4 million in the
first quarter of 1995 to $7.5 million in the first quarter of 1996. This
increase was largely due to the acquisition of Dur-O-Wal in October 1995, but
higher gross margins were also realized on the Company's sales due to improved
selling prices, favorable material cost variances and, to a lesser extent, a
shift in sales mix toward higher margin products. In the first quarter of 1996,
gross margins were 31.6% of net sales versus 30.2% of net sales in the first
quarter of 1995. On a pro forma combined basis, gross margin increased from
28.8% of net sales in the first quarter of 1995 to 31.6% of net sales due to the
factors mentioned above.
Selling, general and administrative ("SG&A") expenses, excluding
amortization of goodwill and intangibles, increased by $1.3 million, or 30.5%,
from $4.3 million in the first quarter of 1995 to $5.6 million in the first
quarter of 1996. Dur-O-Wal accounted for $0.9 million of the increase, with the
remainder due to new product literature and advertising expenses, the opening of
an additional service center in Westfield, MA, and the one-time costs associated
with the consolidation of two service/ distribution centers in Toronto. On a pro
forma combined basis, SG&A expenses, excluding amortization of goodwill and
intangibles, in the first quarter of 1995 were $5.1 million.
Net interest expense increased by $0.7 million from $0.9 million in the
first quarter of 1995 to $1.6 million in the first quarter of 1996, due to
higher debt resulting from the acquisition of Dur-O-Wal and the redemption of
$10.0 million of the Company's preferred shares completed during October 1995.
The Company did not have any provision for income taxes in the first quarter
of 1995 as U.S. net operating losses were being utilized. The provision for
income taxes in the first quarter of 1996 reflects non-deductible goodwill
amortization and a net operating loss in Canada on which no tax carryback is
available.
Net loss increased from $0.2 million in the first quarter of 1995 to $0.4
million in the first quarter of 1996 due to the factors described above.
COMPARISON OF YEARS ENDED DECEMBER 31, 1994 AND 1995
The recovery of the Heavy Construction industry continued during 1995, with
the total value of construction projects started during the year (excluding
single family homes) increasing by an estimated 7.4%, as reported by McGraw-Hill
Dodge. Net sales increased $10.5 million, or 12.8%, from $82.3 million
23
in 1994 to $92.8 million in 1995, including Dur-O-Wal's net sales of $4.8
million from October 16, 1995, the date of its acquisition. After adjusting for
the Dur-O-Wal Acquisition as if it had occurred on January 1, 1994, net sales
would have been $107.0 million in 1994. In 1995, pro forma combined net sales
were $113.7 million, representing an increase of $6.7 million, or 6.3%.
Net sales by product category as reported in the Company's consolidated
financial statements and on a pro forma combined basis were as follows:
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA FOR THE DUR-O-WAL ACQUISITION
---------------------------------------------- ------------------------------------------
1994 1995 1994(1) 1995
---------------------- ---------------------- -------------------- --------------------
AMOUNT % AMOUNT % AMOUNT % AMOUNT %
----------- --------- ----------- --------- --------- --------- --------- ---------
(IN MILLIONS, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Concrete accessories
(including concrete paving
products).................. $ 82.3 100.0% $ 88.0 94.8% $82.3 76.9% $88.0 77.4%
Masonry accessories......... -- -- 4.8 5.2 24.7 23.1 25.7 22.6
----- --------- ----- --------- --------- --------- --------- ---------
$ 82.3 100.0% $ 92.8 100.0% $ 107.0 100.0% $ 113.7 100.0%
----- --------- ----- --------- --------- --------- --------- ---------
----- --------- ----- --------- --------- --------- --------- ---------
</TABLE>
(1) Gives effect to the Dur-O-Wal Acquisition as if it had occurred on January
1, 1994.
Net sales of concrete accessories increased by $5.7 million, or 6.9%, to
$88.0 million in 1995 principally due to strong market demand, and, to a lesser
extent, internally developed new products as well as the introduction of the new
line of formliner products added with the acquisition of C&B Construction
Supplies, Inc. on June 1, 1995. After adjusting for the Dur-O-Wal Acquisition as
if it had occurred on January 1, 1994, net sales of masonry accessories would
have been $24.7 million in 1994 compared to pro forma combined net sales of
masonry products of $25.7 million in 1995. The increase of $1.0 million, or
4.0%, from 1994 to 1995 was largely due to increased volume of hot-dipped
products and, to a lesser extent, new product introductions.
Gross profit increased $4.5 million from $24.3 million, or 29.5% of net
sales, in 1994 to $28.8 million, or 31.0% of net sales, in 1995, primarily due
to improved pricing and reduced manufacturing costs. Price improvements reflect
the results of a three-year program (initiated in 1993) to pass on raw material
cost increases and to better reflect the value of the Company's services, such
as quick delivery, and its high product quality. The price improvements allowed
the Company to reach the pricing levels that existed prior to the recession of
1990-1991 for some products. Continued emphasis on cost containment, favorable
product mix shifts to higher margin products and lower transportation costs also
contributed to the gross margin improvement. Dur-O-Wal contributed $0.9 million
to gross profit in 1995 during the two and one-half months following its
acquisition. After adjusting for the Dur-O-Wal Acquisition as if it had occurred
on January 1, 1994, gross profit would have been $30.4 million, or 28.4% of net
sales, in 1994 compared to pro forma combined gross profit of $33.7 million, or
29.7% of net sales, in 1995. However, on a pro forma combined basis, gross
margin of 29.7% of net sales in 1995 was less than the Company's actual gross
margin of 31.0% of net sales as masonry accessories generally have a lower gross
margin than concrete accessories.
SG&A expenses, excluding amortization of goodwill and intangibles, increased
$2.0 million from $16.7 million, or 20.3% of net sales, in 1994, to $18.7
million, or 20.1% of net sales, in 1995. The addition of a new
service/distribution center in Westfield, Massachusetts and costs associated
with new product sales efforts and management information systems installation
were the primary sources of increased SG&A expenses. The addition of Dur-O-Wal
added $0.7 million to SG&A expenses in 1995 from the date of its acquisition.
After adjusting for the Dur-O-Wal Acquisition as if it had occurred on January
1, 1994, SG&A expenses, excluding amortization of goodwill and intangibles,
would have been $20.6 million in 1994. In 1995, pro forma combined SG&A
expenses, excluding amortization of goodwill and intangibles, were $21.7
million. However, SG&A expenses decreased as a percentage of net sales from
19.2% in
24
1994, after adjusting for the Dur-O-Wal Acquisition as if it had occurred on
January 1, 1994, to 19.1% in 1995 on a pro forma combined basis due to
Dur-O-Wal's having a lower ratio of SG&A expenses to net sales.
Net interest expense decreased from $6.0 million in 1994 to $4.2 million in
1995, primarily as a result of the 1994 Restructuring, which reduced outstanding
debt by $33.8 million. In October 1995, the Company increased its borrowings by
$23.6 million to acquire Dur-O-Wal, which resulted in an additional $0.5 million
of interest expense from the date of the acquisition. On a pro forma combined
basis, net interest expense for 1995 was $6.3 million.
During October 1995, the Company repurchased from The Prudential Insurance
Company of America and Pruco Life Insurance Company (collectively, "Prudential")
all the then outstanding redeemable preferred shares at their $10.0 million
aggregate redemption value and all the then outstanding Old Class B Common
Shares for a total of $3.5 million (or $4.00 per share) plus a payment of $1.9
million ($1.0 million of which is payable in quarterly installments during 1996)
to extinguish certain rights of Prudential under the predecessor to the
Shareholder Agreement (the "Old Shareholder Agreement"). Both such redeemable
preferred shares and such Old Class B Common Shares had been issued to
Prudential in the 1994 Restructuring and were repurchased, in part, to
facilitate the Dur-O-Wal Acquisition. Under the Old Shareholder Agreement, the
consent of Prudential would have been required to complete the Dur-O-Wal
Acquisition. The repurchase of such redeemable preferred shares was financed
through borrowings of $10 million under the Credit Facility, which resulted in
an additional $0.2 million of interest expense in 1995. In connection with such
repurchase and the Dur-O-Wal Acquisition, during October 1995, the Company also
sold Class A Common Shares and Old Class B Common Shares at $4.00 per share to
its existing shareholders, the holders of its Senior Notes, certain members of
management and new investors for net proceeds of $4.9 million.
Other expense, net, of $0.9 million in 1994 represents costs associated with
an acquisition that was not completed.
Income tax expense was $0.7 million, or 15.7% of income before taxes, in
1995, reflecting the favorable impact of utilization of the majority of the
Company's net operating loss carryforwards to reduce the effective tax rate. On
a pro forma combined basis, the effective tax rate of 17.3% of income before
taxes exceeded the Company's historical effective tax rate of 15.7% in 1995 due
to the additional non-deductible goodwill amortization arising from the
Dur-O-Wal Acquisition.
Income before extraordinary item increased by $4.4 million from a loss of
$0.7 million in 1994 to income of $3.7 million in 1995 due to the factors
described above. Net income decreased by $27.0 million in 1995 compared to 1994
due to the absence of the extraordinary gain of $31.4 million related to the
forgiveness of debt recorded as a result of the 1994 Restructuring.
COMPARISON OF YEARS ENDED DECEMBER 31, 1993 AND 1994
Net sales increased $7.1 million, or 9.4%, from $75.2 million in 1993 to
$82.3 million in 1994 as a result of a moderate recovery in Heavy Construction
activity and, to a lesser extent, added sales from new products. For the first
four months of 1994, net sales were depressed due to unusually adverse weather
conditions throughout the United States. Blizzards, ice storms and floods
largely shut down construction in some regions. The last eight months of the
year were exceptionally strong with record sales achieved by the Company in six
of these eight months. The combination of a strong overall market with a slow
weather-suppressed start for the year resulted in sales increases late in the
year. According to McGraw-Hill Dodge, the total value of construction projects
started in 1994 (excluding single family homes) increased by 11.6% from the 1993
level.
Gross profit increased by $4.6 million from $19.7 million, or 26.2% of net
sales, in 1993 to $24.3 million, or 29.5% of net sales, in 1994, largely due to
general price increases in improving economic markets, stable raw material
prices and a favorable shift in product mix. Cost reduction and productivity
programs in manufacturing also contributed slightly to the gross margin
improvement.
25
SG&A expenses, excluding amortization of goodwill and intangibles, increased
$2.1 million from $14.6 million, or 19.4% of net sales, in 1993 to $16.7
million, or 20.3% of net sales, in 1994. Of the increase, $1.0 million is
attributable to wages and other direct employee expenses, as the Company
invested in customer contact and sales service personnel and the formula-based
incentive compensation plan grew with improved performance. Depreciation expense
accounted for $0.2 million of the increase in SG&A due to an investment in a new
management information system. In addition, the Company incurred $0.3 million in
start up costs associated with the system installation. Promotional and travel
expenses increased $0.3 million, as the Company updated catalogs, introduced a
new Spanish-language catalog for sales in Mexico and expanded promotional
activities.
Net interest expense decreased from $10.1 million, or 13.4% of net sales, in
1993 to $6.0 million, or 7.3% of net sales, in 1994 as a result of the 1994
Restructuring.
Net income increased to $30.7 million in 1994 compared to a net loss of $6.2
million in 1993 largely due to the extraordinary gain of $31.4 million related
to the forgiveness of debt recorded as a result of the 1994 Restructuring. The
loss before extraordinary item decreased by $5.5 million from $6.2 million in
1993 to $0.7 million in 1994 due to the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
The Company's capital requirements relate primarily to capital expenditures,
debt service and the cost of acquisitions. Historically, the Company's primary
sources of financing have been cash from operations, borrowings under its
revolving line of credit and, in 1994 and 1995, the issuance of long-term debt
and equity.
Net cash provided by operating activities was $8.2 million for 1995.
Operating cash flow consisted of net income of $3.7 million, non-cash charges of
$4.3 million for depreciation and amortization and other changes in net working
capital of $0.2 million. Net cash used in operating activities was $3.6 million
for the first quarter of 1996. Uses of operating cash flow included a $0.4
million net loss, seasonal increases in receivables and inventory of $1.5 and
$2.7 million, respectively, and a decrease in accrued liabilities of $1.9
million. The drop in accrued liabilities reflects the payment of annual
incentive compensation, estimated income tax payments and a $0.5 million payment
to former shareholders. Sources of operating cash flow in the first quarter of
1996 included $1.3 million from non-cash charges for depreciation and
amortization and $1.7 million from seasonal growth in accounts payable.
At March 29, 1996, working capital was $14.3 million compared to $11.4
million at March 31, 1995. Of the increase, $1.1 million is attributable to the
acquisition of Dur-O-Wal while $1.8 million is a result of deferred tax benefits
recognized in the latter part of 1995. The ratio of current assets to current
liabilities was 1.8 to 1 at March 29, 1996 and 1.9 to 1 at March 31, 1995.
The Company has an agreement in principle with the Banks to amend the Credit
Facility concurrent with, and conditional upon, consummation of the Offering.
The Amended Credit Facility will provide for (i) a term loan (the "Term Loan")
and (ii) a revolving credit facility (the "Revolving Credit Facility"). The
Revolving Credit Facility will terminate in four years, with interest options
based on (a) Bank One, Dayton NA's prime rate or (b) LIBOR plus an amount
between 1.00% and 2.25% (LIBOR plus 1.50% if the Amended Credit Facility had
been in place at March 29, 1996) depending on the level of EBITDA and certain
other financial ratios. A commitment fee of between 0.125% and 0.375% per annum
will be payable on the average unused amount depending on the level of EBITDA
and certain other financial ratios. If the Amended Credit Facility had been in
place at March 29, 1996, the commitment fee would have been 0.25% per annum.
Amounts available under the Revolving Credit Facility will be equal to the
lesser of (i) $36.5 million or (ii) the sum of (x) 85% of eligible accounts
receivable, (y) 60% of eligible inventories and (z) an amount equal to $10
million upon closing of the Offering, decreasing in steps to zero on September
30, 1997. At March 29, 1996, if the Revolving Credit Facility had been in place,
$29.7 million would have been available thereunder, of which $17.1 million of
borrowings would have been outstanding. The principal amount of the Term Loan
will be the lesser of $13.5 million or 70% of the appraised value of the
Company's fixed assets. An appraisal is currently being conducted. If the
26
appraised value of the Company's fixed assets were equal to the depreciated book
value of such assets at March 29, 1996, the amount of the Term Loan would be
$12.2 million. The Term Loan will be due in full four years from its date of
issuance with mandatory quarterly principal payments of $843,750 plus interest.
The Term Loan will permit the Company to choose from various interest rate
options. The Amended Credit Facility will contain restrictive covenants which,
among other things, will require the Company to maintain certain specified
financial ratios and will limit the Company's ability to incur debt, make
acquisitions and capital expenditures and pay dividends. See "Description of
Certain Indebtedness." The Company intends to draw down $19.75 million on this
facility which, with the proceeds of the Offering, will be used to retire $40
million of outstanding Senior Notes and to pay a prepayment premium of $2.4
million in connection therewith.
Borrowing levels vary during the course of a year based upon the Company's
seasonal working capital needs. The Company's sales are highly seasonal due to
the impact of weather on the Heavy Construction industry. Beginning at the end
of the first quarter, the Company's sales typically increase sharply, reaching a
peak around the end of the second quarter or beginning of the third quarter. The
Company's accounts receivable normally increase from the beginning of the year
to the end of the third quarter. Accounts receivable are highest in the months
of May through September and averaged $15.0 million during such months in 1994
and $15.7 million during such months in 1995. Accounts receivable are lowest in
the months of December through February and averaged $9.3 million during such
months in 1994 and $10.1 million during such months in 1995 (excluding
Dur-O-Wal's accounts receivable for December 1995). Inventory generally begins
to buildup during the middle of the first quarter and remains at a high level
until the fourth quarter. In 1994, the average inventory was $10.4 million and
in 1995 it was $11.1 million. The average inventory turnover ratio for 1994 was
5.0 and in 1995 was 4.8. This results in a seasonal need for working capital.
During the fourth quarter, sales and working capital typically experience a
seasonal decline. The maximum borrowings outstanding under the Credit Facility
during 1995 were $18.4 million on October 16, 1995 immediately following the
Dur-O-Wal Acquisition and the repurchase of the redeemable preferred shares and
certain of the Old Class B Common Shares. Absent these two transactions,
seasonal peak borrowings under the Credit Facility during 1995 would have been
$3.2 million at April 14, and July 13, 1995. Outstanding borrowings dropped to
$13.3 million at December 31, 1995 as seasonal working capital needs declined
and rose to $17.1 million at March 29, 1996 as seasonal working capital needs
increased.
At March 29, 1996, the Company had $39.7 million of long-term debt
outstanding, net of debt discount and excluding the Credit Facility, with a
weighted average interest rate of 12.08% and final maturities from 1999 through
2005.
The Company made $2.7 million in capital expenditures during 1995. The
largest expenditure was a $1.0 million acquisition of equipment and the
associated construction of a new facility to house an epoxy coating line in
Parsons, Kansas. Other significant investments in 1995 included a construction
nail stake machine, an automated resistance welder for the concrete paving
products line, equipment for a new mechanical rebar connector product,
additional computers and software.
The Company made $0.7 million in capital expenditures in the first quarter
of 1996 and has planned additional capital expenditures during the remainder of
1996 of approximately $1.2 million with up to an additional $0.6 million in
capital expenditures associated with the paving acquisition completed on April
29, 1996. Major projects include a new truss machine for Dur-O-Wal's Aurora,
Illinois plant, improved air handling and water cooling in Miamisburg, Ohio, a
major upgrade of the chemical laboratory and new liquid chemical production
equipment for the Oregon, Illinois facility and an additional automated side
frame machine for the concrete paving products line in Parsons, Kansas.
The Company believes that its liquidity, capital resources and cash flows
from operations are sufficient to fund planned capital expenditures, working
capital requirements and debt service in the absence of additional acquisitions.
The Company intends to fund future acquisitions with cash, securities or a
combination of cash and securities. To the extent the Company uses cash for all
or a part of any such acquisition, it expects to
27
raise such cash primarily from cash generated from operations, borrowings under
the Amended Credit Facility or, if feasible and attractive, issuances of
long-term debt or additional Class A Common Shares. However, under the terms of
the Amended Credit Facility the Company will be prohibited from incurring
additional debt (subject to certain exceptions) and from merging or
consolidating with, or acquiring the stock of, any corporation without the
consent of the Banks. In addition, the amount available under the Amended Credit
Facility will not be sufficient to finance all the Company's anticipated
acquisitions and its working capital requirements.
EFFECTS OF INFLATION
Inflation generally affects the Company by increasing interest expense and
by increasing the cost of labor, equipment and raw materials, primarily steel.
The Company does not believe that inflation has had a material effect on the
Company's business over the past three years. In the past, the Company has been
able to pass along to its customers all or a portion of the effects of steel
price increases by increasing selling prices or imposing cost surcharges. There
can be no assurance that the Company will able to continue to pass on the cost
of such increases in the future.
RECENTLY ISSUED ACCOUNTING STANDARDS
In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Assets to be Disposed Of," which
addresses the identification and measurement of asset impairments and requires
recognition of impairment losses on long-lived assets when book values exceed
expected future cash flows. The Company was required to adopt the provisions of
SFAS No. 121 in the first quarter of 1996. The application of this standard did
not have a material impact on the Company's financial position or results of
operations.
In October 1995, the FASB issued SFAS No. 123 "Accounting for Stock-Based
Compensation," which establishes new accounting and disclosure requirements for
stock-based employee compensation plans. The Company will adopt this standard in
1996 by continuing to follow the accounting prescribed by Accounting Principles
Board Opinion No. 25 "Accounting for Stock Issued to Employees" and presenting
the required pro forma disclosures. The application of this standard did not
have a material impact on the Company's financial position or results of
operations.
28
BUSINESS
GENERAL
The Company believes it is the largest North American manufacturer and
distributor of specialized metal accessories used in concrete construction and
masonry construction on the basis of sales. The Company's products are used
primarily in two segments of the construction industry: non-residential building
projects such as institutional buildings, retail sites, commercial offices and
manufacturing facilities; and infrastructure projects such as highways, bridges,
utilities, water and waste treatment facilities and airport runways. On an
historical basis, the dollar volume of non-residential building and
infrastructure construction in North America has been less cyclical than that of
single family residential construction.
The Company was founded in 1924 under the name The Dayton Sure-Grip and
Shore Company. Following the 1982 acquisition of Superior Concrete Accessories,
Inc., the Company evolved from a regional company to a large, geographically
diversified firm. Between 1991 and June 1995, the Company completed four small
acquisitions and, in October 1995, the Company acquired Dur-O-Wal, which had net
sales of $25.7 million in 1995 on a pro forma combined basis, for a cash
purchase price of $23.6 million (including acquisition costs). The Company
believes that Dur-O-Wal is a leading manufacturer of masonry accessories and the
largest manufacturer of masonry wall reinforcement in North America on the basis
of sales. On April 29, 1996, the Company purchased certain assets of a
privately-held concrete paving products manufacturer based in Kankakee, Illinois
for a cash purchase price of approximately $5 million (including estimated
acquisition costs and subject to post-closing adjustments). The Company intends
to combine the acquired business (the principal products of which are welded
dowel assemblies and epoxy-coated steel bar stock) with its existing concrete
paving products business. The Company believes that, in addition to the offering
consolidation savings, this acquisition will enable it to enter certain new
markets and to better serve existing customers in the Midwest.
The Company believes that its distribution system is the largest in its
industry, consisting of a network of 22 Company-operated service/distribution
centers in the United States and Canada and over 3,000 customers, including
stocking dealers, brokers, rebar fabricators, precast concrete manufacturers and
brick and concrete block manufacturers. The Company believes that its ability to
deliver quality products to customers quickly using its on-line inventory
tracking system gives it a competitive advantage over many of its competitors
and encourages customer loyalty. Although the Company believes it is the largest
North American manufacturer and distributor of specialized metal accessories
used in concrete construction and masonry construction, the industry in which
the Company competes is highly competitive in most product categories and
geographic regions. The Company competes with a relatively small number of
full-line national manufacturers of concrete or masonry accessories and a much
larger number of regional manufacturers with limited product lines. See
"Business--Competition."
The Company manufactures most of its products at four principal facilities
in the United States using, in many cases, high-volume, automated equipment
designed and built or custom modified by in-house personnel. The Company sells
approximately 12,300 different products in two principal product lines (concrete
accessories, which include concrete paving products, and masonry accessories),
including products designed to hold rebar in place, support concrete framework,
reinforce masonry walls and create attachment points on concrete or masonry
surfaces. The Company's product lines, which the Company believes are the
broadest in the industry, are marketed under the DAYTON
SUPERIOR-REGISTERED TRADEMARK- name in the case of concrete accessories and
under the DUR-O-WAL-REGISTERED TRADEMARK- name in the case of masonry
accessories.
The Company's senior management team, which has been in place since 1989 and
averages over 20 years of manufacturing industry experience, is led by John A.
Ciccarelli, its President and Chief Executive Officer, who formerly was the
President of The Wheelabrator Corporation, a manufacturer of industrial blast
cleaning equipment. The Company also benefits from the experience of Matthew O.
Diggs, Jr., its non-executive Chairman, particularly with respect to
acquisitions and strategic direction.
29
Mr. Diggs is the former President and Chief Executive Officer of Copeland
Corporation, a manufacturer of refrigerator compressors, and the former Chairman
of The Delfield Company, a manufacturer of food service equipment.
The Company was incorporated in 1959. The Company's principal executive
offices are located at 721 Richard Street, Miamisburg, Ohio 45342, and its
telephone number is (513) 866-0711.
BUSINESS STRATEGY
Management is seeking to implement the following business strategy, which is
designed to build on the Company's manufacturing and distribution strengths and
scale advantages to achieve growth both through acquisitions and internally.
- PURSUE STRATEGIC ACQUISITIONS. In addition to internal growth, including
new product development, the Company intends to continue to grow through
acquisitions. The markets in which the Company competes have a large
number of relatively small, regional manufacturers and consequently offer
consolidation opportunities. The Company seeks acquisitions that
complement its existing products or represent product extensions and
primarily focuses its acquisition strategy on regional and
specialty-product firms. The Company believes it has been able to achieve
synergies in its acquisitions through economies of scale in purchasing,
manufacturing, marketing and distribution.
- LEVERAGE EXTENSIVE DISTRIBUTION SYSTEM AND DEALER NETWORK. The Company's
extensive distribution system, broad product lines and continuing
commitment to customer service and quality have enabled it to attract and
maintain the largest dealer network in its industry. The Company utilizes
its distribution system and dealer network as a platform for integrating
acquisitions and for selling products manufactured by third parties. Sales
of third-party products allow the Company to utilize its distribution
system to increase sales without making significant capital investments.
The Company estimates that net sales of third party products accounted for
approximately $18.5 million of the Company's net sales in 1995 on a pro
forma combined basis.
- UTILIZE CUSTOMIZED AUTOMATED MANUFACTURING EQUIPMENT. The Company designs
and builds or custom modifies much of the high-volume, automated equipment
it uses to manufacture metal concrete accessories and concrete paving
products. To develop this equipment, it employs a team of experienced
manufacturing engineers and tool and die makers. The Company believes that
its customized automated manufacturing equipment provides it with several
competitive advantages relative to its competitors, including (i)
significantly greater productivity, (ii) lower capital equipment costs,
(iii) lower scrap rates, (iv) higher product quality, (v) faster product
changeover times and (vi) lower inventory levels.
- DEVELOP NEW PRODUCTS. The Company has a new product development program
built around its marketing, engineering and manufacturing personnel. This
program establishes goals for, and tracks the success of, new product
development in each project group. The Company estimates that new products
introduced in the last five years (three years, in the case of chemical
products), including new products introduced by Dur-O-Wal during such
period, accounted for approximately $6.5 million of the Company's net
sales in 1995 on a pro forma combined basis.
- OFFER BROAD PRODUCT LINE. The Company believes it offers the broadest
product line in metal accessories for the concrete and masonry
construction industry in North America, providing its customers with
products designed to meet a wide variety of concrete and masonry
construction needs. The Company believes that its customers' ability to
order a wide range of products from the Company enhances its sales.
THE INDUSTRY
The Company's products are used primarily in two segments of the
construction industry: non-residential building projects, such as institutional
buildings, retail sites, commercial offices and manufacturing facilities; and
infrastructure projects, such as highways, bridges, utilities, water and waste
treatment facilities and airport runways. The Company's products are also used
in multi-family residential
30
construction such as apartments, condominiums and multi-family homes. Because
the Company's products are sold primarily through its distribution system and
dealer network rather than directly to end-users, the Company cannot determine
precisely the percentages of its sales made to individual segments of the
construction industry. However, certain of the Company's products can only be
used or are predominantly used only in particular segments of the Heavy
Construction industry. In addition the Company conducted an informal survey of
its customers in 1992 with respect to the end-use of selected product lines and
updated the survey in 1994. Based on the survey, an analysis of the potential
uses for its products, discussions with customers and management's knowledge of
the construction industry, the Company estimates that (i) less than 1% of its
net sales are made to the single family residential construction segment, (ii)
less than 10% of its net sales are made to the multi-family residential
construction segment, (iii) approximately 35% of its net sales are made to the
infrastructure segment and (iv) the majority of its net sales are made to the
non-residential building construction segment.
The Company believes that approximately 90% of its net sales are made to the
non-residential building and infrastructure segments of the construction
industry which made up approximately 55% of the United States construction
industry in 1994 (with the remainder consisting of single family residential
construction (40%) and multi-family residential construction (5%)).
Historically, based upon the dollar volume of contracts awarded for new
construction starts, infrastructure, non-residential building and multi-family
residential construction, taken together, have been less cyclical than single
family residential construction. The chart below shows the annual percentage
change in the total dollar value of construction contracts started during the
years 1968 to 1995 for single family residential construction and for all other
types of construction, excluding single family residential construction.
DOLLAR VOLUME OF CONTRACTS AWARDED
Annual Percentage Change
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CHANGE FROM PREVIOUS YEAR HEAVY CONSTRUCTION SINGLE FAMILY RESIDENTIAL
<S> <C> <C>
68 14% 9%
69 16% -4%
70 2% -4%
71 10% 41%
72 8% 29%
73 13% 0%
74 -3% -17%
75 -4% 9%
76 12% 43%
77 22% 40%
78 11% 19%
79 15% -8%
80 -5% -23%
81 8% -8%
82 0% -2%
83 10% 65%
84 12% 7%
85 13% 3%
86 0% 20%
87 4% 4%
88 -1% 6%
89 5% 1%
90 -8% -11%
91 -9% -1%
92 2% 22%
93 5% 12%
94 12% 6%
95E 7% -8%
96P 2% 7%
</TABLE>
------------------------
Source: McGraw-Hill Dodge
Management believes that the 1980s were an unusually active period for real
estate development. Debt financing was readily available, due in part to the
expansion of savings and loan associations into this area. Equity capital was
abundant, due in part to pre-1986 tax laws that allowed investors to offset
ordinary income with tax losses from real estate investments. Real estate values
expanded rapidly, reflecting general increases in price levels during the 1970s
and 1980s as well as growth in household formation due to the maturation of the
"Baby Boom" generation.
The construction industry suffered a sharp decline in 1990 and 1991 with
overall demand for Heavy Construction declining by 16.4% during the 1990-91
recession (as defined by the National Bureau of
31
Economic Research), compared with an average decline of 1.8% in the five
recessions (as defined by the National Bureau of Economic Research) experienced
during the 25 years prior to that period. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" for a description of
the impact of this sharp decline on the Company. The decline in 1990-91 was due
to the combined impact of a cyclical recession with other factors, including the
impact of the 1986 Tax Reform Act, passage of the Financial Institutions Reform
Recovery and Enforcement Act of 1989 ("FIRREA") and a slow-down in the
decade-long period of what many regarded as speculative overbuilding. The
changes in the tax laws in 1986 and changes in regulatory standards for
oversight of financial institutions in 1989 brought about by FIRREA reduced the
availability of capital for investment in commercial developments and, combined
with a normal, cyclical downturn in the economy, had the effect of severely
reducing the level of construction activity at the end of the 1980s.
NON-RESIDENTIAL BUILDING CONSTRUCTION. Non-residential building
construction includes projects such as institutional buildings, retail sites,
commercial offices and manufacturing facilities. The Company estimates that its
sales to this segment of the industry account for more than half of its net
sales. The graph below contains data for non-residential building construction
and its two segments, commercial and manufacturing construction and
institutional construction.
NON-RESIDENTIAL BUILDING CONSTRUCTION
DOLLAR VOLUME OF CONTRACTS AWARDED
(in billions of dollars)
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
NON-RESIDENTIAL COMMERCIAL & INDUSTRIAL INSTITUTIONAL
<S> <C> <C>
67 $10.40 11.6
68 $12.00 12.3
69 $14.70 13.5
70 $13.60 13.2
71 $13.50 14.7
72 $16.20 13.2
73 $19.80 14.4
74 $18.50 16.2
75 $16.70 15.9
76 $15.60 15.7
77 $20.30 16.6
78 $31.50 15.9
79 $34.70 18.8
80 $36.90 20
81 $44.50 21
82 $41.80 22.8
83 $43.70 24.2
84 $56.20 25.9
85 $62.80 29.5
86 $59.70 31.9
87 $62.30 36.5
88 $61.10 36.8
89 $66.30 39.8
90 $53.20 42.2
91 $41.00 45.3
92 $41.70 45.4
93 $43.20 45.5
94 $51.50 49.5
95 $57.60 51.7
</TABLE>
------------------------
Source: McGraw-Hill Dodge
(1) Compounded annual growth rate for the period from 1967 through projected
1995
32
Certain sectors within this segment of the construction industry generally
have experienced more stable historical growth, while other sectors have been
affected more by cyclical trends. The less cyclical portion, representing
institutional projects (such as government buildings, schools and hospitals),
shares certain similarities with infrastructure construction as its funding
sources are somewhat independent of the general economy. Funding for
construction of schools and hospitals typically comes from bond issues or real
estate taxes.
The more cyclical portion of this segment includes the construction of
commercial offices, commercial retail sites and industrial buildings. Commercial
office construction was very active in the mid-1980's due, in part, to strong
tax inducements and the wide availability of debt and equity capital to finance
commercial development projects. Changes in the tax laws in 1986 and changes in
regulatory standards for oversight of financial institutions in 1989
dramatically reduced the availability of capital for investment in commercial
developments, and construction decreased accordingly.
INFRASTRUCTURE CONSTRUCTION. This segment is comprised of construction of
highways, bridges, utilities, water and waste treatment facilities and airport
runways. The Company estimates that its sales to this segment of the industry
account for approximately 35% of the Company's net sales. The graph below
illustrates the historical trends in this segment of the construction industry.
INFRASTRUCTURE CONSTRUCTION
DOLLAR VOLUME OF CONTRACTS AWARDED
(in billions of dollars)
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
INFRASTRUCTURE
<S> <C>
1967 12.9
1968 13.8
1969 15.7
1970 17.9
1971 18.2
1972 18.7
1973 21.6
1974 25
1975 28.4
1976 35.8
1977 43.2
1978 40
1979 45.5
1980 34.5
1981 35.4
1982 37.5
1983 37.8
1984 36.9
1985 41.4
1986 42.1
1987 46.1
1988 48.1
1989 49
1990 49.7
1991 50.2
1992 54.6
1993 58.9
1994 61.4
1995 Prelim 63.8
</TABLE>
------------------------
Source: McGraw-Hill Dodge
(1) Compound annual growth rate for the period from 1967 through projected 1995.
Compared to other segments of the construction industry, infrastructure
construction is less dependent on general economic conditions, as funding for
infrastructure projects often comes from federal, state and local taxes, user
taxes, gasoline taxes and bond issues. In certain instances, infrastructure
spending has increased notwithstanding a soft economy, as local and federal
governments attempted to offset recessionary trends. There can be no assurance
that such increases will be repeated in future recessionary times.
Infrastructure construction remained relatively constant during the 1980s,
reflecting continued construction of the Federal Highway System as well as
implementation of federal water quality standards and continuing airport
expansion. The Intermodal Surface Transportation Efficiency Act of 1991
("ISTEA") authorized up to $155 billion of federal funding for transportation
projects for 1992 through 1997.
MULTI-FAMILY RESIDENTIAL CONSTRUCTION. This segment of the construction
industry consists of apartment, condominium and multi-family home construction.
The Company estimates that its sales to this
33
segment of the industry account for less than 10% of its net sales. After
reaching a peak in 1985, multi-family residential construction declined
dramatically, declining by more than two thirds by 1992. Since 1992, spending
has increased modestly, but remains below the levels achieved during much of the
1980s.
MULTI-FAMILY RESIDENTIAL CONSTRUCTION
DOLLAR VOLUME OF CONTRACTS AWARDED
(in billions of dollars)
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
MULTI-FAMILY
<S> <C>
67 $4.80
68 $7.00
69 $8.30
70 $8.40
71 $12.20
72 $15.60
73 $15.70
74 $9.20
75 $5.30
76 $7.20
77 $10.80
78 $13.60
79 $17.30
80 $18.80
81 $18.00
82 $17.40
83 $26.30
84 $28.90
85 $33.10
86 $32.10
87 $27.50
88 $24.00
89 $22.80
90 $17.50
91 $12.40
92 $10.00
93 $11.40
94 $15.00
95 $17.40
</TABLE>
------------------------
Source: McGraw-Hill Dodge
(1) Compound annual growth rate for the period from 1967 through projected 1995.
ACQUISITIONS
In addition to internal growth, including new product development, the
Company intends to continue to grow through acquisitions. The markets in which
the Company competes are generally fragmented with a large number of relatively
small, privately held regional manufacturers. The Company believes these markets
offer a number of consolidation opportunities and is focusing its acquisition
strategy primarily on regional and specialty product firms. The Company seeks
acquisitions that complement or extend its existing product lines, offer
compatibility in customers or in manufacturing processes, add strong
manufacturing or product technology or provide access to new market segments or
proprietary products.
Since 1990, the Company has completed four small asset acquisitions, as well
as the acquisition of Dur-O-Wal in 1995 which the Company believes established
it as a leading manufacturer of masonry accessories and the largest manufacturer
of masonry wall reinforcement in North America on the basis of sales. In
addition, on April 29, 1996, the Company purchased certain assets of a privately
held concrete paving products manufacturer based in Kankakee, Illinois for a
cash purchase price of approximately $5 million (including estimated acquisition
costs and subject to post-closing adjustments). The Company intends to combine
the acquired business (the principal products of which are welded dowel
assemblies and epoxy-coated steel bar stock) with its existing concrete paving
products business. The Company believes that, in addition to offering
consolidation savings, this acquisition will enable it to enter certain new
markets and to better serve existing customers in the Midwest. The table below
34
indicates the principal strategic benefits that the Company believes it has
achieved or will achieve with respect to each acquisition. The Company used cash
from operations and borrowings on its line of credit to make the acquisitions
listed in the table below.
<TABLE>
<CAPTION>
YEAR ACQUISITION CASH PURCHASE PRICE BUSINESS STRATEGIC BENEFITS
--------- ------------------ ------------------- ------------------------------- -------------------------------
<C> <S> <C> <C> <C>
1996 Paving products $5 million(1) - Regional manufacturer of - Increases presence in the
manufacturer concrete paving products Midwest paving market;
permits consolidation of
manufacturing facilities.
1995 Dur-O-Wal $23.6 million(2) - Leading manufacturer of - Established the Company as a
masonry accessories leader in the masonry
accessories market; increased
raw material purchasing
power; permitted
consolidation of distribution
facilities.
1995 C&B Construction $150,000 - Regional manufacturer of - Introduced a new line of
Supplies, Inc. textured and profiled liners concrete formliners for sale
for concrete forms through the Company's
distribution system.
1994 Alpha Rebar $67,000 - Regional manufacturer of - Increased presence in the
Company, Inc. paving products paving market in Texas and
the surrounding region;
permitted consolidation of
manufacturing facilities.
1992 Jois Plastics $75,000 - Regional manufacturer of - Introduced a new line of
plastic bar supports plastic bar supports for sale
through the Company's
distribution system.
1991 UBS $200,000 - Regional manufacturer of - Increased presence in the
metal bar supports Northeast region; permitted
consolidation of
manufacturing facilities.
</TABLE>
------------------------------
(1) Includes estimated acquisition costs and subject to post-closing
adjustments.
(2) Includes acquisition costs.
PRODUCTS
Although almost all of the Company's products are used in concrete or
masonry construction, the function and nature of the products differ widely. The
Company currently offers more than 12,300 different items and believes its brand
names DAYTON SUPERIOR-Registered Trademark- and DUR-O-WAL-Registered Trademark-
are widely recognized in the construction industry. The Company continually
attempts to increase the number of products it offers by using two product
development teams to introduce new products and refine existing products.
Between 1990 and 1995, the Company estimates that net sales of new products
developed within the prior five years (three years in the case of chemical
products) increased from approximately $3.5 million to approximately $5.5
million including new products introduced by Dur-O-Wal during such period
(approximately $6.5 million on a pro forma combined basis).
35
The Company's 1995 net sales of its two principal product lines, on a pro
forma combined basis, were as follows:
PRO FORMA COMBINED 1995 NET SALES BY PRODUCT LINE
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
(100% = $113.7 MILLION)
<S> <C>
Masonary Accessories 22.6%
Concrete Accessories (including 77.4%
concrete paving products)
</TABLE>
CONCRETE ACCESSORIES (INCLUDING CONCRETE PAVING PRODUCTS). The Company's
concrete accessories products are comprised primarily of wall-forming products,
concrete paving products, bridge deck products, bar supports, precast and
prestressed concrete construction products, tilt-up construction products and
chemicals used in concrete construction. Sales of concrete accessories accounted
for approximately $88.0 million, or 77.4%, of the net sales of the Company in
1995 on a pro forma combined basis. The Company estimates that wall-forming
products and concrete paving products each accounted for approximately one fifth
of its concrete accessories sales on a pro forma combined basis in 1995.
Wall-forming products, such as snap ties, coil ties, she bolts and he bolts,
are used in the fabrication of job-built and prefabricated modular forms for
poured-in-place concrete walls. The products, which generally are not reusable,
are made of wire or plastic (or a combination of both materials) and generally
are manufactured by the Company on customized high-speed automatic equipment.
The Company's concrete paving products consist primarily of welded dowel
assemblies and dowel baskets used to transfer dynamic loads between two adjacent
slabs of concrete roadway. Concrete paving products are used in the construction
and rehabilitation of roads, highways and airport runways to extend the life of
the pavement. The Company manufactures welded dowel assembles primarily using
automated and semi-automatic equipment.
Bridge deck products (used to support the formwork of bridges) include
hangers and sidewalk overhang brackets (used to support the formwork used by
contractors in the construction and rehabilitation of bridges), coil nuts and
bolts, haunch carriers, screen supports and cast wing nuts.
Bar supports are non-structural metal or plastic accessories used to
position rebar within a horizontal slab or form to be filled with concrete. Bar
supports often are plastic or epoxy coated, galvanized or equipped with plastic
tips to prevent creating a conduit for corrosion of the embedded rebar. The
Company sells more than 100 basic types of bar supports in a wide variety of
standard and custom sizes and finishes.
Precast and prestressed concrete construction products, such as anchors,
inserts, holddowns and pushdowns, are used in the manufacture of precast
concrete panels and prestressed concrete beams and structural members. Precast
concrete panels and prestressed concrete beams are fabricated away from the
construction site and transported to the site for erection. Precast concrete
panels are used in the construction of prisons, freeway sound barrier walls,
external building facades and other similar
36
applications. Prestressed concrete beams use multiple strands of steel cable
under tension embedded in a concrete beam to provide rigidity and bearing
strength, and often are used in the construction of bridges, parking garages and
other applications where long, unsupported spans are required.
The Company offers a complete line of inserts, lifting hardware and
adjustable beams used in the tilt-up method of construction, in which the
concrete floor slab is used as part of a form for casting the walls of a
building. After the cast walls have hardened on the floor slab, a crane is used
to "tilt up" the walls, which then are braced in place until they are secured to
the rest of the structure. Tilt-up construction generally is considered to be a
faster method of constructing low-rise buildings than conventional
poured-in-place concrete construction.
The Company also manufactures or distributes chemicals used in concrete
construction, including form coatings, bond breakers, curing agents, liquid
hardeners, sealers, water repellents, bonding agents, epoxy grouts, floor
hardeners, patching cements, self-leveling floor under-layments and coatings. In
1995, the Company manufactured approximately 80% of the chemical products it
sold (with the remainder being purchased from third-party manufacturers under
private label programs). The Company believes that it is currently a minor
competitor in the approximately $1 billion North American market for concrete
construction chemicals.
MASONRY ACCESSORIES. The Company's masonry accessories product line
consists primarily of masonry wall reinforcement ("MWR") products, masonry
anchors and other accessories used in masonry construction and restoration.
These products are manufactured and sold primarily by the Company's Dur-O-Wal
subsidiary. Sales of masonry accessories accounted for approximately $25.7
million, or 22.6%, of the net sales of the Company in 1995 on a pro forma
combined basis.
The Company believes that it is the largest manufacturer of MWR products in
North America on the basis of sales. MWR products are wire products that are
placed between courses of masonry and covered with mortar to add tensile and
structural strength to masonry walls in order to control shrinkage and cracking,
to provide the principal horizontal reinforcement in engineered masonry walls,
to bond masonry wythes (single thicknesses of brick) in composite and cavity
walls, to reinforce stack bond masonry and to bond intersecting walls. The
products improve the performance and longevity of masonry walls by providing
crack control, greater elasticity, higher ductility to withstand seismic shocks
and better resistance to rain penetration.
The Company is one of only two manufacturers of MWR products with the
in-house ability to produce hot-dipped zinc galvanized finishes. "Hot-dip"
galvanizing occurs after products are fabricated and requires skilled personnel
and special systems to prevent the products from adhering to one another.
Hot-dipped galvanized finishes are considered to provide superior protection
against corrosion compared to mill-galvanized finishes, which are added by the
manufacturer of the wire from which MWR products are fabricated. As a result,
products with hot-dipped galvanized finishes generally are sold at a premium
compared to mill-galvanized products and at greater profit margins. In recent
years, model building codes in a number of the regions of the country in which
masonry construction is used have been amended to require use of hot-dipped
galvanized MWR products. The Company also manufactures MWR products with
mill-galvanized finishes.
The Company sells other masonry accessories such as wall ties, which connect
masonry to masonry; masonry anchors, which connect masonry to the building
structure; stone anchors, which attach building stone (generally ornamental) to
the structural frame of a building; restoration products, which are anchors and
ties used in the restoration of existing masonry construction and for seismic
retrofitting of existing brick veneer surfaces; and moisture control products,
such as flashing and vents, which control the flow of moisture in cavity walls.
DISTRIBUTION
The Company distributes its products through a system of 22
service/distribution centers located in the continental United States and in two
Canadian provinces. Of these centers, 15 are dedicated principally to the
distribution of concrete accessories, five are dedicated principally to the
distribution of
37
masonry accessories and two carry both concrete and masonry accessories. Most of
the Company's products are shipped to the service/distribution centers from the
Company's four principal manufacturing plants; however, a majority of the
centers also are able to produce smaller batches of some products on an
as-needed basis and to fill rush orders. In late 1995 and early 1996, the
Company consolidated two Dur-O-Wal service/distribution centers in Toronto,
Ontario and Birmingham, Alabama into the Company's existing centers in Toronto
and Birmingham. The Company believes that its extensive distribution system is a
key element in providing customer service and timely delivery.
The Company has an on-line inventory tracking system which enables the
Company's customer service representatives to identify, reserve and ship
inventory quickly from any Company location in response to telephone orders. The
system provides the Company with a key competitive advantage since its service
representatives are able to answer customer questions about availability and
shipping dates while still on the telephone, rather than calling back with the
information.
The Company primarily uses third-party common carriers to ship its products.
In 1995, the Company spent over $9 million on a pro forma combined basis with
third-party common carriers. A study commissioned by the Company and completed
in January 1996 indicated that annual savings in the Company's freight expenses
of approximately $0.5 million may be achieved through the consolidation of the
carrier base, institution of a zone billing structure for freight and handling,
and the establishment of a corporate freight management function. The Company is
in the process of implementing these recommendations. There can be no assurance
that such savings can be achieved or that the level of potential savings
projected is correct.
In addition, the Company utilizes its distribution system to sell products
which are manufactured by third parties. These products usually are sold under
the Company's name, and often are produced for it on an exclusive basis. Sales
of third-party products allow the Company to utilize its distribution network to
increase sales without making significant capital investments. The Company
estimates that net sales of third-party products were approximately $18.5
million in 1995 on a pro forma combined basis.
CUSTOMERS
The Company has over 3,000 customers, consisting principally of stocking
dealers, brokers, rebar fabricators, precast and prestressed concrete
manufacturers and brick and concrete block manufacturers. The Company believes
that over 95% of its customers purchase its products for resale, including those
that incorporate the Company's products into products manufactured by the
customer. The Company's customer base is geographically diverse, with no
customer accounting for more than 5% of net sales in 1995 on a pro forma
combined basis and with the largest ten customers accounting for less than 16%
of net sales in 1995 on a pro forma combined basis. The Company's sales are not
concentrated in any particular geographic region. Customers who purchase the
Company's products for resale generally do not sell the Company's products
exclusively.
The Company has instituted a certified dealer program for dealers who handle
its tilt-up construction products. This program was established to educate
dealers in the proper use of the Company's tilt-up products and to assist them
in providing engineering assistance to customers. Certified dealers are not
permitted to carry other manufacturers' tilt-up products, which the Company
believes are incompatible with those sold by the Company and, for that reason,
could be unsafe if used with the Company's products. The Company currently has
51 certified dealers of tilt-up construction products, each of which has an
exclusive territory in which it is the only dealer certified by the Company.
SALES AND MARKETING
The Company employs approximately 100 sales and marketing personnel, of whom
approximately one-third are salesmen and two-thirds are customer service
representatives. Sales and marketing personnel are located in all of the
Company's service/distribution centers. The Company believes that it is one of
the few manufacturers in the concrete and masonry accessories industry whose
sales representatives routinely call on architects and engineers to promote new
products and techniques, in
38
recognition of the influence that these professionals can have in the selection
of the Company's products for their projects. Company representatives also are
active in many concrete and masonry construction industry technical and trade
groups.
The Company produces product catalogs and promotional materials that
illustrate certain construction techniques in which the Company's products can
be used to solve typical construction problems. These materials are often used
by contractors as reference sources at construction sites. The Company also
promotes its products through seminars and other customer education efforts.
MANUFACTURING
The Company estimates that sales of products manufactured by the Company
accounted for approximately 83% of its net sales in 1995 on a pro forma combined
basis. Most products are manufactured at five principal facilities in the United
States, although a majority of the Company's 22 service/ distribution facilities
can produce smaller lots of some products. The Company's production volumes
enable it to design and build or custom modify much of the equipment it uses to
manufacture metal concrete accessories and concrete paving products, using a
team of experienced manufacturing engineers and tool and die makers. By
developing its own automatic high-speed manufacturing equipment, the Company
believes that it generally has achieved significantly greater productivity,
lower capital equipment costs, lower scrap rates, higher product quality, faster
product changeover times and lower inventory levels than most of its
competitors. In addition, Dur-O-Wal's ability to "hot-dip" galvanize products at
its Aurora, Illinois manufacturing facility provides it with an advantage over
most competitors manufacturing MWR products, who lack this internal capability.
The Company generally operates its manufacturing facilities two shifts per day,
five days per week (six days per week during peak months), with the number of
employees increasing or decreasing as necessary to satisfy demand.
RAW MATERIALS
The Company's principal raw materials are steel wire rod, metal stampings
and flat steel, cement and cementitious ingredients, liquid chemicals, zinc and
injection-molded plastic parts. The Company currently purchases products from
over 100 vendors and is not dependent on any single vendor or small group of
vendors for any material portion of its purchases. The costs of raw materials
average approximately 70% of the Company's cost of goods sold.
Steel accounts for more than a third of the Company's total cost of goods
sold. In non-recessionary periods, the Company has been able to pass along raw
material cost increases to its customers. For example, in 1994, the Company put
in place cost surcharges to pass along higher steel costs to its customers.
COMPETITION
Although the Company believes it is the largest North American manufacturer
and distributor of specialized metal accessories used in concrete construction
and masonry construction, the industry in which the Company competes is highly
competitive in most product categories and geographic regions. The Company
competes with a relatively small number of full-line national manufacturers of
concrete or masonry accessories and a much larger number of regional
manufacturers and manufacturers with limited product lines. The Company believes
that competition is largely based on, among other things, price, quality,
breadth of product lines, distribution capabilities (including quick delivery
times) and customer service. In certain circumstances, due primarily to factors
such as freight rates, quick delivery times and customer preference for local
suppliers, certain manufacturers and suppliers may have a competitive advantage
over the Company in a given region. The Company believes that its size provides
it with certain advantages of scale in both distribution and production relative
to its competitors.
PATENTS AND TRADEMARKS
The Company sells most products under the registered trade names DAYTON
SUPERIOR-Registered Trademark- and DUR-O-WAL-Registered Trademark-, which the
Company believes are widely recognized in the construction industry and,
therefore, important to its business. Although certain of the Company's products
(and components thereof) are protected by patents, the Company does not believe
these patents are material to its business.
39
FACILITIES
The Company's corporate headquarters are located at its principal
manufacturing plant in Miamisburg, Ohio. The Company's principal facilities are
located throughout North America, as follows:
<TABLE>
<CAPTION>
SIZE (SQ.
LOCATION USE LEASED/OWNED FT.)
--------------------------- -------------------------------- --------------- ------------
<S> <C> <C> <C>
Miamisburg, Ohio........... Manufacturing, Owned 126,000
Service/Distribution
and Corporate Headquarters
Kankakee, Illinois......... Manufacturing and Service/ Leased 107,990
Distribution
Aurora, Illinois........... Manufacturing and Service/ Owned 104,000
Distribution
Parsons, Kansas............ Manufacturing and Service/ Owned 98,250
Distribution
Parker, Arizona............ Manufacturing and Service/ Leased 60,000
Distribution
Birmingham, Alabama........ Service/Distribution Leased 55,000
Seattle, Washington........ Service/Distribution Leased 42,825
Santa Fe Springs, Service/Distribution Leased 40,000
California................
Toronto, Ontario........... Service/Distribution Leased 40,000
Oregon, Illinois........... Service/Distribution Owned 39,000
Folcroft, Pennsylvania..... Service/Distribution Owned 32,000
Baltimore, Maryland........ Service/Distribution Owned 30,000
Houston, Texas............. Service/Distribution Leased 28,474
Dallas, Texas(1)........... Service/Distribution Owned 22,000
Orlando, Florida........... Service/Distribution Leased 20,000
Westfield, Massachusetts... Service/Distribution Leased 20,000
Denver, Colorado(1)........ Service/Distribution Leased 20,000
Denver, Colorado(1)........ Service/Distribution Leased 19,800
Hialeah Gardens, Florida... Service/Distribution Leased 19,300
Rushsylvania, Ohio......... Manufacturing Owned 12,000
Montreal, Quebec........... Service/Distribution Leased 11,000
Dallas, Texas(1)........... Service/Distribution Leased 10,000
Mesa, Arizona.............. Service/Distribution Leased 10,000
Arlington Heights, Dur-O-Wal Headquarters Leased 5,000
Illinois..................
</TABLE>
(1) The Company intends to consolidate its facilities in these cities when the
leases expire.
The Company believes that its facilities provide adequate manufacturing and
distribution capacity for its needs. The Company also believes that all of the
leases were entered into on market terms.
EMPLOYEES
The Company employs approximately 238 salaried and 600 hourly personnel, of
whom approximately 300 of the hourly personnel and five of the salaried
personnel are represented by labor unions. Employees at the Company's
Miamisburg, Ohio; Parsons, Kansas and Aurora, Illinois manufacturing facilities
and its service/distribution centers in Baltimore, Maryland and Santa Fe
Springs, California are covered by collective bargaining agreements. In 1995,
the Company renewed the collective bargaining agreement covering the Miamisburg
facility for six years and reopened the collective bargaining agreement covering
the Parsons facility (with two years remaining), extending that agreement for an
additional three years so that it now expires in 2000. The collective bargaining
agreement covering the Aurora, Illinois facility expires in 1998 and the
agreement covering the Baltimore, Maryland facility expires in 2001. The
collective bargaining agreement that covers five salaried employees at the
Company's Santa Fe Springs facility expires in 1996. Twelve hourly employees in
Santa Fe Springs are covered by a separate agreement which expires in 1997. The
Company believes that it has satisfactory employee and labor relations.
40
ENVIRONMENTAL COMPLIANCE
The Company is subject to regulation under various and changing federal,
state and local laws and regulations relating to the environment and to employee
safety and health. These environmental laws and regulations govern the
generation, storage, transportation, disposal and emission of various
substances. Permits are required for operation of the Company's business
(particularly air emission permits), and these permits are subject to renewal,
modification and, in certain circumstances, revocation. The Company believes
that it is in substantial compliance with such laws and permitting requirements.
The Company is also subject to regulation under various and changing federal,
state and local laws and regulations which allow regulatory authorities to
compel (or seek reimbursement for) cleanup of environmental contamination at its
own sites and at facilities where its waste is or has been disposed.
The Company expects to incur on-going capital and operating costs to
maintain compliance with currently applicable environmental laws and
regulations. The Company does not expect such costs, in the aggregate, to be
material to its financial condition, results of operations or liquidity.
LEGAL PROCEEDINGS
The Company does not believe that there are any pending legal proceedings to
which the Company or any of its subsidiaries is a party which, if adversely
determined, would have a material adverse effect on the Company.
41
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The table below sets forth the names, ages as of the date of this Prospectus
and titles of the executive officers and directors of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
------------------------- --------- -----------------------------------------------------
<S> <C> <C>
John A. Ciccarelli 56 President, Chief Executive Officer and Director
Richard L. Braswell 53 Vice President, Finance and Treasurer
John R. Paine, Jr. 53 Vice President, Sales and Marketing
Michael C. Deis 45 Vice President, Eastern Division
James C. Stewart 48 Vice President, Western Division
Mark K. Kaler 38 Vice President, Engineering
James W. Fennessy 52 Vice President and General Manager, Dayton Superior
Canada Ltd.
Mario Catani 62 President of Dur-O-Wal
Matthew O. Diggs, Jr. 63 Director and non-executive Chairman of the Board
Timothy C. Collins 39 Director
Matthew M. Guerreiro 39 Director
Robert B. Holmes 64 Director
</TABLE>
John A. Ciccarelli has been President of the Company since 1989 and has been
Chief Executive Officer and a Director of the Company since 1994.
Richard L. Braswell has been Vice President, Finance and Treasurer of the
Company since 1989.
John R. Paine, Jr. has been Vice President, Sales and Marketing of the
Company since 1984.
Michael C. Deis has been Vice President, Eastern Division of the Company
since 1987.
James C. Stewart has been Vice President, Western Division of the Company
since 1984.
Mark K. Kaler has been Vice President, Engineering of the Company since
1990.
James W. Fennessy has been a Vice President of the Company and General
Manager, Dayton Superior Canada, Ltd. since 1988.
Mario Catani has been President of Dur-O-Wal since 1984. Dur-O-Wal was
acquired by the Company in October 1995.
Timothy C. Collins has been a director of the Company since 1991 and was
Chairman of the Board from June 1994 until December 1995. Mr. Collins is Senior
Managing Director and Chief Executive Officer of Ripplewood, a private
investment firm formed by him in October 1995. From February 1990 to October
1995, Mr. Collins was a Senior Managing Director of the New York office of Onex.
Mr. Collins also is a director of Scotsman Industries, Inc.
Matthew O. Diggs, Jr. has been a director of the Company since October 1995
and non-executive Chairman of the Board since December 1995. Mr. Diggs has been
Chief Executive Officer of The Diggs Group, a private investment firm, since
1990. Mr. Diggs has been the non-executive Chairman of Ripplewood since its
inception in October 1995. From 1991 to 1994, Mr. Diggs was the Chairman of The
Delfield Company, a manufacturer of food service equipment. From 1987 to 1990,
Mr. Diggs was Vice Chairman of Copeland Corporation, a refrigerator compressor
manufacturer, having served as President and Chief Executive Officer from 1975
to 1987. Mr. Diggs also is a director of Scotsman Industries, Inc.
42
Matthew M. Guerreiro has been a director of the Company since February 1994.
Mr. Guerreiro has been a principal of Ripplewood since Ripplewood was formed in
October 1995. From August 1992 to October 1995, Mr. Guerreiro was a principal in
the New York office of Onex and from April 1989 to March 1992 he was a Vice
President of Mergers and Acquisitions with Salomon Brothers Inc.
Robert B. Holmes has been a director of the Company since March 1996. Mr.
Holmes is a director of Mitsubishi International Corporation, an advisory
director of Ripplewood and a principal of the Lens Fund, a private investment
company. From 1986 to 1990, Mr. Holmes was a Managing Director of the New York
office of Onex. Prior to that, Mr. Holmes was president of three financial
service companies and a General Partner of the predecessor to Lazard Freres &
Co. LLC.
After the Offering is consummated, the Company intends to increase the
number of directors to nine and to appoint four additional directors to fill the
vacancies so created. The Company has not yet identified any person to fill any
of the vacancies.
All directors of the Company serve terms of one year or until the election
of their successor. Officers serve at the pleasure of the Board of Directors.
There are three committees of the Board of Directors: the Executive
Committee (comprised of Messrs. Ciccarelli, Collins and Diggs), the Audit
Committee (comprised of Messrs. Collins, Diggs and Holmes) and the Compensation
and Benefits Committee (comprised of Messrs. Collins, Diggs and Guerreiro).
DIRECTORS' COMPENSATION
Following the Offering, each director who is not an employee of the Company
or Ripplewood will receive an annual retainer of $20,000 payable in Class A
Common Shares. Directors who also are employees of the Company or Ripplewood
receive no additional remuneration for serving as directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
During 1995, the Compensation and Benefits Committee of the Board of
Directors was comprised of Thomas M. Begel and Ewout Heersink, who are former
directors of the Company, and Timothy C. Collins.
During 1993-1995, Mr. Collins and Mr. Heersink were Senior Managing Director
of the New York office and Chief Financial Officer, respectively, of Onex, the
former controlling shareholder of the Company. The Company paid a subsidiary of
Onex a fee of $93,800, $225,000 and $195,000 in 1993, 1994 and 1995,
respectively. In addition, in October 1995 the Company paid a subsidiary of Onex
a fee of $400,000 for financial advisory services in connection with the
Dur-O-Wal Acquisition and related financial transactions.
Mr. Collins is Senior Managing Director and Chief Executive Officer of
Ripplewood, the present controlling shareholder of the Company. Since October
1995, the Company has paid Ripplewood an annual management fee of $225,000,
payable on a monthly basis. Following the Offering, the Company will no longer
pay such management fee to Ripplewood. The Company will pay a fee of $600,000 to
Ripplewood for additional services provided in connection with the Offering and
related transactions. In addition, the Company reimburses Ripplewood for the
allocable costs of certain insurance policies which cover both the Company and
Ripplewood. Approximately $175,000 of such costs were allocated to the Company
for the period October 13, 1995 to October 13, 1996.
The Company paid Mr. Begel a management fee of $156,200 in 1993 and $25,000
in each of 1994 and 1995. Mr. Begel resigned from the Board of Directors in
March 1996 and received 1996 management fees of $6,250 prior to his resignation.
Mr. Begel is no longer entitled to a management fee.
43
EXECUTIVE COMPENSATION
The following table sets forth, for the year ended December 31, 1995, the
compensation paid to the Chief Executive Officer and each of the other four most
highly compensated executive officers of the Company whose total annual salary
and bonus for the year exceeded $100,000, in all capacities in which they
served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------------
<S> <C> <C> <C> <C> <C> <C>
AWARDS
----------- PAYOUTS
ANNUAL COMPENSATION (1) SHARES -------------------
------------------------ UNDERLYING LONG TERM INCENTIVE ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS (2) PLAN PAYOUTS COMPENSATION (3)
-------------------------------------- --------- ----------- ----------- ----------- ------------------- ------------------
John A. Ciccarelli
President and Chief Executive Officer 1995 $ 175,529 $ 105,000 40,000 -- $ 3,000
Richard L. Braswell
Vice President, Finance and Treasurer 1995 93,923 43,000 4,000 -- 2,754
James C. Stewart
Vice President, Western Division 1995 93,923 43,000 3,000 -- 2,578
John R. Paine, Jr.
Vice President, Sales and Marketing 1995 93,923 40,000 3,000 -- 2,558
Michael C. Deis
Vice President, Eastern Division 1995 87,362 45,000 3,000 -- 2,407
</TABLE>
------------------------------
(1) Mario Catani, the President of Dur-O-Wal, has been employed by the Company
since the acquisition of Dur-O-Wal by the Company in October 1995.
Dur-O-Wal paid Mr. Catani a salary of $127,000 and a bonus of $34,000
during 1995. During 1996, Dur-O-Wal will pay Mr. Catani a salary of
$132,000 and a bonus which has yet to be determined but which will be based
upon performance against predetermined objectives.
(2) Options to purchase Class A Common Shares were granted under the Company's
1995 Stock Option Plan at an exercise price of $4.00 per share, the fair
market value at the time of grant. The Options have a term of ten years and
generally vest three years after grant; however, all of the Options will
become immediately exercisable upon consummation of the Offering.
(3) Employer matching contributions under the Company's Savings (401(k)) Plan.
44
OPTION GRANTS IN 1995
The following table sets forth information on the Options granted to the
named executive officers in 1995 and the potential realizable value of each
grant:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
NUMBER OF AT ASSUMED ANNUAL RATES OF
SHARES % OF TOTAL STOCK PRICE APPRECIATION
UNDERLYING OPTIONS GRANTED FOR OPTION TERM (3)
OPTIONS TO EMPLOYEES IN EXERCISE --------------------------
NAME GRANTED (1) FISCAL YEAR PRICE (2) EXPIRATION DATE 5% 10%
----------------------------- ----------- ----------------- ------------- -------------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John A. Ciccarelli........... 40,000 62.0% $ 4.00 October 17, 2005 $ 719,603 $ 1,240,621
Richard L. Braswell.......... 4,000 6.2 4.00 October 17, 2005 71,960 124,062
James C. Stewart............. 3,000 4.7 4.00 October 17, 2005 53,970 93,047
John R. Paine, Jr. .......... 3,000 4.7 4.00 October 17, 2005 53,970 93,047
Michael C. Deis.............. 3,000 4.7 4.00 October 17, 2005 53,970 93,047
</TABLE>
------------------------
(1) All Options granted in 1995 were granted under the Company's 1995 Stock
Option Plan. By their terms all Options will become immediately exercisable
upon consummation of the Offering. Amounts are adjusted to reflect the
Recapitalization and the Option Adjustment. See "Description of Capital
Shares."
(2) The exercise price of $4.00 per share is based on the fair market value of
the Class A Common Shares at the time of grant.
(3) The 5% and 10% assumed annual compound rates of stock price appreciation
from the assumed initial public offering price of $13.50 per share are
mandated by the rules of the Securities and Exchange Commission and do not
represent the Company's estimate or projection of future Common Share
prices.
FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to the number and
value of the unexercised Options held by the named executive officers at
December 31, 1995. No Options were exercised by the named executive officers in
1995.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1995 DECEMBER 31, 1995 (1)
----------------------------- ----------------------------
NAME EXERCISABLE/UNEXERCISABLE (2) EXERCISABLE/UNEXERCISABLE (2)
---------------------------------- ----------------------------- ----------------------------
<S> <C> <C>
John A. Ciccarelli................ 0/144,000 $0/1,579,869
Richard L. Braswell............... 0/12,350 0/134,336
James C. Stewart.................. 0/18,600 0/208,480
John R. Paine, Jr. ............... 0/16,900 0/188,867
Michael C. Deis................... 0/18,600 0/208,480
</TABLE>
------------------------
(1) Calculated on the basis of the fair market value of the underlying
securities based upon the assumed initial public offering price of $13.50
per share.
(2) All unexercised Options will become immediately exercisable upon
consummation of the Offering.
PENSION PLAN
The Company's Employees Retirement Plan provides retirement benefits based
upon an individual participant's years of service and final average annual
compensation. Final average annual compensation is the average annual
compensation (but not in excess of $150,000, which is the maximum amount of
compensation on which benefits can accrue under the law in effect in 1995) for
the highest five consecutive years of earnings during the last ten years of
credited service. The compensation covered by the Employees Retirement Plan
includes wages plus any normal incentive award or bonus, but does not include
certain special discretionary bonuses. Benefits under the Employees Retirement
Plan are limited to the extent required by provisions of the Internal Revenue
Code of 1986, as amended, and the Employee Retirement Income Security Act of
1974, as amended. The following table sets forth the
45
estimated annual retirement benefits under the Employees Retirement Plan payable
on a straight-life annuity basis to participants in the specified compensation
and years-of-service categories, assuming continued active service until normal
retirement age and that the Employees Retirement Plan is in effect at such time.
Benefits are not subject to deduction for social security or other offset
amounts. Each of the named executive officers has six years of credited service
under the Employees Retirement Plan.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------------------
REMUNERATION 10 15 20 25 30 35
----------------------------------------------------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
$125,000............................................. $ 16,397 $ 24,595 $ 32,794 $ 40,992 $ 49,191 $ 57,389
150,000............................................. 19,897 29,845 39,794 49,742 59,691 69,639
175,000............................................. 19,897 29,845 39,794 49,742 59,691 69,639
200,000............................................. 19,897 29,845 39,794 49,742 59,691 69,639
225,000............................................. 19,897 29,845 39,794 49,742 59,691 69,639
250,000............................................. 19,897 29,845 39,794 49,742 59,691 69,639
300,000............................................. 19,897 29,845 39,794 49,742 59,691 69,639
400,000............................................. 19,897 29,845 39,794 49,742 59,691 69,639
</TABLE>
INCENTIVE BONUS PROGRAM
The Company's Incentive Bonus Program provides for the payment of bonuses
from an annual bonus pool to salaried employees, including all named executive
officers of the Company, selected by the President of the Company for
participation. The Compensation and Benefits Committee of the Board of Directors
determines the incentive bonus of the President of the Company. The amount of
the annual pool is determined based upon the degree to which the Company
achieves certain targeted levels of sales growth, operating cash flow and
earnings before interest and taxes (with the last factor being the most
significant). Each participating employee's bonus award is a percentage of the
participant's base salary, determined on the basis of (i) the participant's
level of participation in the program, as specified by the President of the
Company, (ii) the amount of the pool for the year and (iii), in the case of
those participants (other than executive officers) for whom an individual
performance goal is specified, the degree to which the participant attains the
specified performance goal. Up to 30% of the bonus of a participant who is not
an executive officer may be based on the attainment of individual performance
goals.
STOCK PLANS
1995 MANAGEMENT STOCK PURCHASE PLAN. The Board of Directors adopted the
1995 Management Stock Purchase Plan in October 1995 to provide key management
employees selected by the Board of Directors with the opportunity to purchase up
to a specified maximum number of Class A Common Shares. Nineteen senior managers
(including each of the named executive officers of the Company) purchased an
aggregate of 187,050 Class A Common Shares under the plan at a price of $4.00
per share. No additional shares are available for sale under the plan.
1994 AND 1995 STOCK OPTION PLANS. The Company has granted Options to
purchase an aggregate of 208,250 Class A Common Shares to 19 employees
(including each of the named executive officers of the Company) pursuant to the
Company's 1994 Stock Option Plan (the "1994 Plan") and has granted Options to
purchase an aggregate of 64,500 Class A Common Shares to such employees pursuant
to the Company's 1995 Stock Option Plan (the "1995 Plan"). The Options granted
under the 1994 Plan and the 1995 Plan are not generally exercisable until three
years after the date of grant; however, all of the Options granted under both
plans will become exercisable upon consummation of the Offering in accordance
with the terms of the 1994 Plan and the 1995 Plan. The term of each Option is
ten years and the exercise price is $1.96 per share (in the case of the 1994
Plan) and $4.00 per share (in the case of the 1995 Plan). No further Options may
be granted under either the 1994 Plan or the 1995 Plan.
1996 STOCK OPTION PLAN. The Company intends to adopt the 1996 Stock Option
Plan (the "1996 Plan") and to seek shareholder approval of the 1996 Plan prior
to completion of the Offering. The 1996
46
Plan permits the Compensation and Benefits Committee of the Company's Board of
Directors (the "Committee") to grant options to purchase Class A Common Shares
to officers and other key employees of the Company, including the named
executive officers of the Company, on terms and conditions approved by the
Committee, subject to the limitations set forth in the 1996 Plan. As of May 10,
1996, there were eight executive officers and eleven other key employees who
would be eligible to receive options under the 1996 Plan. The number of eligible
participants may vary from year to year. No options have been granted under the
1996 Plan.
The maximum number of Class A Common Shares that may be issued upon the
exercise of the options granted under the 1996 Plan is 100,000, subject to
adjustment in the event of a change in the outstanding Common Shares by reason
of a share dividend, recapitalization, merger, consolidation, split-up,
combination or exchange of shares, or similar event. Class A Common Shares
subject to options which expire or terminate unexercised are again available for
issuance upon the exercise of options under the 1996 Plan. The Class A Common
Shares that may be issued under the 1996 Plan may be authorized but unissued
shares or treasury shares.
At the time an option is granted, the Committee will determine (i) the
exercise price of the option, which may not be less than the average of the high
and low sale price of a Class A Common Share on the date the option is granted,
(ii) the period, if any, over which the option will vest and (iii) the maximum
term of the option, which may not exceed 10 years from the date of grant. Unless
otherwise provided by the Committee, Class A Common Shares issued upon the
exercise of options will be subject to the Shareholder Agreement.
Generally, an option may be exercised only if the holder has been
continuously employed by the Company since the option was granted; however, at
the time an option is granted, the Committee may specify a period (not to exceed
the remaining term of the option) within which the option may be exercised after
the holder's employment with the Company terminates. If the Committee does not
otherwise determine at or after an option is granted (i) the option will
terminate at the time the holder's employment is terminated, if the holder's
employment is terminated for cause and (ii) if the holder's employment
terminates for any other reason, the option will remain exercisable, to the
extent it was exercisable at the time of termination (after giving effect to any
acceleration described below) until the earlier of the end of the option term or
90 days (one year, if the termination is as a result of the holder's death,
disability or retirement) after the date of termination. If the holder of an
option dies during a period following termination of employment during which the
option continues to be exercisable, the option will remain exercisable until the
earlier of one year from the date of death or the end of the option term. Unless
the Committee otherwise determines at the time an option is granted, an option
which otherwise is not exercisable will become exercisable immediately upon the
death or disability of the holder, the retirement of the holder from the Company
at age 65 or older or the occurrence of a change of control of the Company, as
defined in the 1996 Plan.
The exercise price of an option must be paid in full at the time the option
is exercised in cash or, in the discretion of the Committee, by delivering Class
A Common Shares already owned by the holder of the option with a market value
equal to the exercise price, by the Company retaining from the Class A Common
Shares to be issued upon the exercise of the option shares having a market value
equal to the exercise price or by any combination of cash, already-owned shares
and/or retained shares. With the approval of the Committee, the holder of an
option also may pay any withholding taxes due upon exercise of the option with
already-owned shares, retained shares or a combination thereof.
The 1996 Plan will be administered by the Committee, which may make all
determinations necessary or desirable under the Plan. With the consent of the
holder of an option, the Committee at any time may authorize the payment to the
holder in cancellation of the option of an amount equal to the difference
between the fair market value of the Class A Common Shares which may be acquired
upon exercise of the option and the exercise price.
The 1996 Plan will terminate on the tenth anniversary of its effective date.
The Board of Directors may terminate the 1996 Plan at any time and may amend the
1996 Plan from time to time; however, any
47
amendment must be approved by the shareholders if necessary to comply with Rule
16b-3 adopted under the Securities Exchange Act of 1934 or any other applicable
law, regulation or stock exchange rule. No amendment or termination of the 1996
Plan may adversely affect any outstanding option without the consent of the
holder of the option.
Options granted under the 1996 Plan may be incentive stock options intended
to qualify for the favorable federal tax treatment accorded under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), or nonstatutory
stock options, as designated by the Committee at the time the option is granted.
No incentive stock option can be granted to an officer or key employee who
possesses at the time of grant more than 10% of the combined voting power of the
Company, unless the exercise price of the option is at least 110% of the fair
market value of the Company's Class A Common Shares on the date of grant and the
option is not exercisable after five years from the date of grant. The aggregate
fair market value of Class A Common Shares with respect to which incentive stock
options are exercisable for the first time by an individual in any calendar year
cannot exceed $100,000 or such other maximum amount permitted by the Code.
In general, no federal income tax is imposed on the holder at the time an
incentive stock option is granted or exercised, except to the extent that
alternative minimum tax results from the exercise of the option. The Company is
not entitled to a tax deduction in connection with the grant or exercise of an
incentive stock option. If the Class A Common Shares acquired upon exercise of
an incentive stock option are held for more than two years after grant of the
option and one year after exercise of the option, then any amount realized upon
the disposition of such shares in excess of the holder's tax basis will be taxed
as long-term capital gain in the year of disposition and the Company will not be
entitled to a tax deduction.
If the Class A Common Shares acquired upon exercise of an incentive stock
option are disposed of before the above-described holding periods are satisfied,
the disposition will be a disqualifying disposition resulting in recognition of
ordinary income to the holder at the time of disposition in an amount equal to
the lesser of (i) the excess of the fair market value of the shares at the time
of exercise over the exercise price paid with respect to the shares, or (ii) the
excess of the amount received, if any, on the disposition of the shares over the
exercise price. If the amount realized on a disqualifying disposition exceeds
the fair market value of the shares at the time the option was exercised, then,
in addition to recognizing ordinary income, the holder also will recognize long-
or short-term capital gain to the extent of the excess of the amount received
over the fair market value of the Class A Common Shares at the time the option
was exercised. A disqualifying disposition will entitle the Company to a tax
deduction equal to the amount of ordinary income recognized by the holder.
No federal income tax is imposed at the time a nonstatutory option is
granted. With certain exceptions for payment of the exercise price with
already-owned shares, upon exercise of a nonstatutory option, the holder
realizes ordinary income for federal income tax purposes to the extent that the
fair market value of the Class A Common Shares acquired exceeds the exercise
price of the related option on the date of exercise. In addition, the Company is
entitled to a deduction for federal income tax purposes at the same time and to
the same extent that ordinary income is realized by the holder, provided that
the Company satisfies the applicable withholding requirements.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Since October 1995, the Company has paid Ripplewood, the present controlling
shareholder of the Company, a management fee of $225,000 per year, payable on a
monthly basis. The Company will pay Ripplewood a fee of $600,000 at the time the
Offering is completed for additional services provided in connection with the
Offering and related transactions. The fee paid by the Company to Ripplewood in
connection with the Offering and related transactions may not be on as favorable
terms to the Company as could have been obtained from a non-affiliate. The
Company has also agreed to indemnify Ripplewood against losses arising from
Ripplewood's performance of management and financial advisory services on behalf
of the Company. After consummation of the Offering, the Company will no longer
pay
48
a management fee to Ripplewood. In addition, the Company reimburses Ripplewood
for the allocable costs of certain insurance policies purchased by Ripplewood
which cover both the Company and Ripplewood. Approximately $175,000 of such
costs were allocated to the Company for the period October 13, 1995 to October
13, 1996. In addition, the Company, Ripplewood and the other current
shareholders of the Company are parties to the Shareholder Agreement which
contains, among other things, provisions with respect to voting, transfer of
shares and registration rights. See "Principal and Selling
Shareholders--Shareholders Agreement." Timothy C. Collins, Matthew O. Diggs, Jr.
and Matthew M. Guerreiro, directors of the Company, are the Senior Managing
Director and Chief Executive Officer, Chairman of the Board and a principal,
respectively, of Ripplewood.
From August 1989 to March 18, 1996, Thomas M. Begel was a director of the
Company. The Company paid Mr. Begel a management fee of $156,200 in 1993 and
$25,000 in each of 1994 and 1995. Mr. Begel resigned from the Board of Directors
in March 1996 and received 1996 management fees of $6,250 prior to his
resignation. Mr. Begel is no longer entitled to a management fee.
From February 1990 to October 1995, Mr. Collins was a Senior Managing
Director of the New York office of Onex, the former controlling shareholder of
the Company. The Company paid a subsidiary of Onex a management fee of $93,800,
$225,000 and $195,000 in 1993, 1994 and 1995, respectively. In addition, in
October 1995 the Company paid a subsidiary of Onex a fee of $400,000 for
financial advisory services in connection with the Dur-O-Wal Acquisition and
related financing transactions.
The Company may enter into transactions with its affiliates in the future.
However, the Company intends to enter into such transactions only at prices and
on terms it believes are no less favorable to the Company than transactions with
independent third parties. In addition, the Company's debt instruments generally
prohibit the Company from entering into any such affiliate transaction on other
than arm's-length terms.
49
PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Common Shares as of May 10, 1996 and as adjusted to reflect the
sale of Class A Common Shares offered hereby (assuming no exercise of the
Underwriters' over-allotment option) by: (i) each person who is known by the
Company to own beneficially more than 5% of the outstanding Class A Common
Shares; (ii) each director of the Company; (iii) the Chief Executive Officer of
the Company; (iv) the Company's four highest paid executive officers (exclusive
of the Chief Executive Officer); (v) each of the Selling Shareholders; and (vi)
all directors and executive officers of the Company as a group. Except as
otherwise noted, to the Company's knowledge, the persons named in the table
below have sole voting and investment power with respect to all Common Shares
shown as beneficially owned by them. Except as otherwise described in this
Prospectus, no Selling Shareholder has held any office or has had any other
position or other material relationship with the Company in the last three
years.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
AFTER THE OFFERING (1)
PRIOR TO THE OFFERING (1) -------------------------
--------------------------- NUMBER OF NUMBER OF NUMBER OF
NUMBER OF PERCENT OF CLASS A COMMON CLASS A CLASS B (2)
COMMON TOTAL COMMON SHARES BEING COMMON COMMON
NAME SHARES SHARES OFFERED SHARES SHARES
----------------------------------------------------------- ----------- -------------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Ripplewood Holdings L.L.C. (3)(4).......................... 2,825,250 72.3% 483,300 459,800 1,522,550
John Hancock Mutual Life Insurance Company (5)............. 499,300 12.8% 499,300 -- --
The Paul Revere Life Insurance Company (6)................. 332,800 8.5% 332,800 -- --
John A. Ciccarelli (7)(8).................................. 181,500 4.6% -- 181,500 --
Timothy C. Collins (3)(9).................................. 2,825,250 72.3% -- 459,800 1,522,550
Matthew O. Diggs, Jr. (10)................................. 125,000 3.2% -- 125,000 --
Matthew M. Guerreiro....................................... -- -- -- -- --
Robert B. Holmes........................................... -- -- -- -- --
James C. Stewart (7)(11)(12)............................... 24,950 * -- 24,950 --
Richard L. Braswell (7)(12)(13)............................ 15,800 * -- 15,800 --
John R. Paine, Jr. (7)(12)(14)............................. 21,900 * -- 21,900 --
Michael C. Deis (7)(11)(12)................................ 24,950 * -- 24,950 --
Thomas M. Begel (7)(15).................................... 178,800 4.6% 178,800 -- --
Damon Mezzacappa (7)(16)................................... 71,500 1.9% 71,500 -- --
Michel David-Weill (7)(16)................................. 12,900 * 12,900 -- --
David B. Dillard (7)(16)................................... 30,717 * 30,717 -- --
Steven Rattner (7)(16)..................................... 6,786 * 6,786 -- --
Dod A. Fraser (7).......................................... 9,000 * 9,000 -- --
Jonathan H. Kagan (7)(16).................................. 10,377 * 10,377 -- --
Saundra L. Gulley (7)...................................... 5,450 * 5,450 -- --
David McMillan, Jr. (7)(17)................................ 5,470 * 5,470 -- --
Society of the New York Hospital Fund, Inc.(7)............. 20,000 * 20,000 -- --
Pierpont Morgan Library(7)................................. 2,850 * 2,850 -- --
Educational Broadcasting Corporation (Thirteen-WNET)(7).... 5,750 * 5,750 -- --
Stanley S. Shuman.......................................... 125,000 3.2% 125,000 -- --
Textron Collective Investment Trust (18)................... 332,800 8.5% 332,800 -- --
All directors and executive officers as a group (19)....... 2,950,250 75.5% -- 584,800 1,522,550
<CAPTION>
PERCENT OF
TOTAL COMMON
NAME SHARES
----------------------------------------------------------- -------------
<S> <C>
Ripplewood Holdings L.L.C. (3)(4).......................... 34.1%
John Hancock Mutual Life Insurance Company (5)............. --
The Paul Revere Life Insurance Company (6)................. --
John A. Ciccarelli (7)(8).................................. 3.1%
Timothy C. Collins (3)(9).................................. 34.1%
Matthew O. Diggs, Jr. (10)................................. 2.2%
Matthew M. Guerreiro....................................... --
Robert B. Holmes........................................... --
James C. Stewart (7)(11)(12)............................... *
Richard L. Braswell (7)(12)(13)............................ *
John R. Paine, Jr. (7)(12)(14)............................. *
Michael C. Deis (7)(11)(12)................................ *
Thomas M. Begel (7)(15).................................... --
Damon Mezzacappa (7)(16)................................... --
Michel David-Weill (7)(16)................................. --
David B. Dillard (7)(16)................................... --
Steven Rattner (7)(16)..................................... --
Dod A. Fraser (7).......................................... --
Jonathan H. Kagan (7)(16).................................. --
Saundra L. Gulley (7)...................................... --
David McMillan, Jr. (7)(17)................................ --
Society of the New York Hospital Fund, Inc.(7)............. --
Pierpont Morgan Library(7)................................. --
Educational Broadcasting Corporation (Thirteen-WNET)(7).... --
Stanley S. Shuman.......................................... --
Textron Collective Investment Trust (18)................... --
All directors and executive officers as a group (19)....... 36.3%
</TABLE>
------------------------------
* Signifies less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes sole or shared
voting or investment power with respect to the shares. Includes the number
of Common Shares subject to outstanding Options and Warrants exercisable
within 60 days.
(2) Each of the Company's Class B Common Shares is convertible, at the option
of the holder, into one Class A Common Share at any time.
(3) The address of Ripplewood is 712 Fifth Avenue, New York, NY 10019.
(4) Includes, prior to the Offering, 546,650 Class A Common Shares and, after
the Offering, 459,800 Class A Common Shares held by parties to the
Shareholder Agreement other than Matthew O. Diggs, Jr., Stanley S. Shuman
and the holders of the Senior Notes. Pursuant to the Shareholder Agreement,
such shares must be voted in the same manner as the Class B
50
Common Shares held by Ripplewood and as to which the holders have granted
Ripplewood irrevocable proxies. Also includes 272,750 Class A Common Shares
which may be acquired upon the exercise of Options, which shares will be
subject to the Shareholder Agreement upon issuance.
(5) Includes 180,250 Class A Common Shares which may be acquired upon the
exercise of Warrants. Also includes 38,850 Class A Common Shares held by,
and 27,750 Class A Common Shares which may be acquired upon the exercise of
Warrants held by, John Hancock Life Insurance Company of America. The
address of John Hancock Mutual Life Insurance Company and John Hancock Life
Insurance Company of America is John Hancock Place, 200 Clarendon Street,
Boston, MA 02117. John Hancock Mutual Life Insurance Company and certain of
its affiliates own 60% of each class of the Senior Notes.
(6) Includes 83,150 Class A Common Shares which may be acquired upon the
exercise of Warrants. Also includes 2,600 Class A Common Shares held by,
and 13,850 Class A Common Shares which may be acquired upon the exercise of
Warrants held by, The Paul Revere Life Insurance Company, and 7,900 Class A
Common Shares held by, and 41,600 Class A Common Shares which may be
acquired upon the exercise of Warrants held by, The Paul Revere Variable
Annuity Insurance Company. Also includes 168,000 Class A Common Shares held
by Textron Collective Investment Trust, an affiliate of The Paul Revere
Life Insurance Company. The Paul Revere Life Insurance Company and certain
of its affiliates own 40% of each class of the Senior Notes. The address of
The Paul Revere Life Insurance Company is John Hancock Place, 200 Clarendon
Street, Boston, Massachusetts 02117.
(7) Shares are subject to the voting provisions of the Shareholder Agreement,
which requires that they be voted in the same manner as the Class B Common
Shares held by Ripplewood, and as to which Ripplewood has been granted
irrevocable proxies.
(8) Includes 144,000 Class A Common Shares which may be acquired upon the
exercise of Options. Mr. Ciccarelli's address is 721 Richard Street,
Miamisburg, Ohio 45342.
(9) Timothy C. Collins is the Senior Managing Director and Chief Executive
Officer of Ripplewood, and the only Common Shares beneficially owned by him
are the Class B Common Shares held of record by Ripplewood and the Class A
Common Shares as to which Ripplewood has been granted irrevocable proxies
under the Shareholder Agreement.
(10) The named person is a director of Ripplewood. His shareholdings in the
Company do not include Common Shares beneficially owned by Ripplewood.
(11) Includes 18,600 Class A Common Shares which may be acquired upon the
exercise of Options.
(12) The named person is an employee of the Company whose address is 721 Richard
Street, Miamisburg, Ohio 45342.
(13) Includes 12,350 Class A Common Shares which may be acquired upon the
exercise of Options.
(14) Includes 16,900 Class A Common Shares which may be acquired upon the
exercise of Options.
(15) Mr. Begel was the Chairman of the Board of the Company from 1989 until June
1994, and thereafter continued as a director of the Company until March
1996. Mr. Begel's address is TMB Industries, Inc., 980 North Michigan
Avenue, Suite 1000, Chicago, Illinois 60611.
(16) Selling Shareholder is a Managing Director of Lazard Freres & Co. LLC, one
of the Underwriters.
(17) Selling Shareholder is a Senior Vice President of Lazard Freres & Co. LLC,
one of the Underwriters.
(18) Also includes 26,200 Class A Common Shares and 138,600 Class A Common
Shares which may be acquired upon the exercise of Warrants held by The Paul
Revere Life Insurance Company and certain of its affiliates. The Paul
Revere Life Insurance Company is an affiliate of Textron Collective
Investment Trust. The address of Textron Collective Investment Trust is The
Paul Revere Investment Management Corporation, 18 Chestnut Street,
Worcester, Massachusetts 01608.
(19) Includes 237,950 Class A Common Shares which may be acquired upon the
exercise of Options by certain executive officers. Includes, prior to the
Offering, 2,005,850 Common Shares and, after the Offering, 1,522,550 Common
Shares held of record by Ripplewood and beneficially owned by Timothy C.
Collins. Includes 237,400 Class A Common Shares and 34,800 Class A Common
Shares which may be acquired upon the exercise of Options beneficially
owned by Timothy C. Collins (and not otherwise included in the beneficial
share ownership of any other director or executive officer) due to his
control of the voting of the Class A Common Shares as to which Ripplewood
has been granted irrevocable proxies under the Shareholder Agreement.
RIPPLEWOOD
Upon completion of the Offering, Ripplewood will own all the outstanding
Class B Common Shares, representing approximately 79.1% of the combined voting
power of the outstanding Common Shares (approximately 73.2% if the Underwriters'
over-allotment option is exercised in full). Ripplewood is a holding company
founded by Timothy C. Collins to invest, directly and through private investment
funds for which it acts as general partner, in leveraged build-ups and
acquisitions sponsored by senior, industrial
51
operating managers affiliated with Ripplewood. Prior to forming Ripplewood, Mr.
Collins was the Senior Managing Director of the New York office of Onex, an
Ontario corporation listed on the Toronto and Montreal Stock Exchanges. An
investor group led by a subsidiary of Onex acquired the Company in August 1989.
Ripplewood acquired 50.4% of the Common Shares of the Company from such
subsidiary in October 1995 and an additional 0.9% on April 4, 1996.
SHAREHOLDER AGREEMENT
The Company and all shareholders who acquired Common Shares (or Options or
Warrants) prior to the Offering, including the Selling Shareholders, are parties
to the Shareholder Agreement which contains provisions with respect to the
voting, transfer and registration of the Common Shares held by the parties. The
parties to the Shareholder Agreement who will remain as shareholders of the
Company following the Offering have agreed to enter into an Amended and Restated
Shareholder Agreement (as so amended and restated, the "Amended Shareholder
Agreement"), effective immediately after the Offering is consummated. Upon
completion of the Offering, the parties to the Amended Shareholder Agreement
will hold all the Class B Common Shares and approximately 7.7% of the
outstanding Class A Common Shares.
Under the Amended Shareholder Agreement, so long as Ripplewood continues to
hold at least 622,525 Common Shares (subject to adjustment in certain events),
all of the parties to the Amended Shareholder Agreement will be required to vote
as Ripplewood directs to fix the number of directors of the Company, to elect
directors designated by Ripplewood and to remove directors specified by
Ripplewood, and all of the parties to the Amended Shareholder Agreement (other
than Matthew O. Diggs) will be required to vote all Common Shares held by them
in the same manner as Ripplewood votes the Common Shares held by it and to grant
the person who is the Senior Managing Director and Chief Executive Officer of
Ripplewood (currently Timothy C. Collins) an irrevocable proxy to vote the
Common Shares held by them, except with respect to (i) matters that would both
adversely affect the rights of the Common Shares held by such parties and would
treat such parties differently than other holders of Common Shares, and (ii)
matters as to which a separate class vote of the party is required by law.
Under the Amended Shareholder Agreement, Ripplewood will have the right to
require, on not more than two occasions (or more if the Common Shares Ripplewood
proposes to sell are cut back by more than 75%), the Company, at its expense, to
register under the Securities Act all or a portion of the Common Shares held by
Ripplewood. The Amended Shareholder Agreement will permit the parties to the
agreement to require the Company, subject to certain marketing and other
limitations, to register their Common Shares, at the Company's expense, whenever
the Company registers any of its securities under the Securities Act, whether
for its own account or otherwise. The Amended Shareholder Agreement will also
require each party to give the Company and Ripplewood certain notices with
respect to proposed sales and transfers of their Common Shares and, under
certain circumstances, to offer to Ripplewood the right to purchase Common
Shares which the party otherwise proposes to sell or transfer.
The Amended Shareholder Agreement also provides that if Ripplewood sells 40%
or more of the Common Shares then owned by it in one or more related
transactions, other than in a registered offering or other sale to the public,
each other party to the Amended Shareholder Agreement (i) will be entitled to
participate in the sale on a pro rata basis, if the party so elects and (ii)
will be required to participate in the sale on a pro rata basis (unless the sale
is to an affiliate of Ripplewood), if Ripplewood so requires.
52
DESCRIPTION OF CAPITAL SHARES
Immediately prior to consummation of the Offering, the Company will amend
its amended articles of incorporation (as so amended, the "Amended Articles of
Incorporation") to (i) convert all its currently outstanding Old Class B Common
Shares into Class A Common Shares, (ii) change its authorized share capital to
Class A Common Shares with one vote per share, Class B Common Shares with ten
votes per share and preferred shares, without par value (the "Preferred
Shares"), (iii) split each outstanding Class A Common Share into fifty Class A
Common Shares and (iv) convert each Class A Common Share held by Ripplewood into
one Class B Common Share (collectively, the "Recapitalization"). In addition, in
order to cause the Options to be exercisable for Class A Common Shares on a
basis consistent with the Company's capitalization after the Recapitalization,
the Compensation and Benefits Committee of the Board of Directors will adjust
all of the outstanding Options so that each Option is exercisable for fifty
times the number of Class A Common Shares for which it had been exercisable
immediately prior to the Recapitalization at an exercise price per share equal
to one fiftieth of the exercise price immediately prior to the Recapitalization
(the "Option Adjustment").
The following summary description of the capital shares of the Company is
qualified in its entirety by reference to the form of Amended Articles of
Incorporation of the Company and the Code of Regulations of the Company, a copy
of each of which is filed as an exhibit to the Registration Statement of which
this Prospectus forms a part.
Upon completion of the Offering, the authorized capital shares of the
Company will consist of 20,483,300 Class A Common Shares, 1,522,550 Class B
Common Shares and 5,000,000 Preferred Shares and there will be: (i) 4,012,050
Class A Common Shares issued and outstanding, (ii) 1,522,550 Class B Common
Shares issued and outstanding, all of which will be held by Ripplewood, (iii)
272,750 Class A Common Shares issuable upon the exercise of the outstanding
Options (all of which will become exercisable immediately upon completion of the
Offering) and (iv) no Preferred Shares issued or outstanding. All outstanding
Common Shares are, and all Common Shares to be outstanding upon completion of
the Offering will be, fully paid and nonassessable.
COMMON SHARES
The Amended Articles of Incorporation provide for two classes of common
shares: Class A Common Shares and Class B Common Shares. The two classes are
identical except for disparity in voting power and convertibility. See "Risk
Factors--Control of the Company by Ripplewood; Other Anti-Takeover Provisions."
Each Class A Common Share entitles the holder of record to one vote and each
Class B Common Share entitles the holder of record to ten votes at each annual
or special meeting of shareholders, in the case of any written consent of
shareholders, and for all other purposes. The holders of Class A Common Shares
and Class B Common Shares will vote as a single class on all matters submitted
to a vote of the shareholders, except as otherwise provided by law. The holders
of Common Shares do not have cumulative voting or preemptive rights.
Upon completion of the Offering, Ripplewood will own all of the outstanding
Class B Common Shares, representing 79.1% of the combined voting power of the
outstanding Common Shares. As a result, Ripplewood will continue to have the
ability to elect all of the directors of the Company and will continue to
control the Company. See "Risk Factors--Control of the Company by Ripplewood;
Other Anti-Takeover Provisions." The Class B Common Shares are not being offered
hereby.
Class B Common Shares convert into Class A Common Shares on a
share-for-share basis: (i) at any time at the option of the holder, (ii)
immediately upon the transfer of Class B Common Shares to any holder other than
certain successors of Ripplewood or persons employed by or affiliated with
Ripplewood or such successors as long as such persons remain so employed or
affiliated or (iii) immediately if Ripplewood or certain of its successors cease
to hold at least 622,525 Class B Common Shares (subject to proportionate
adjustment in the events of any subdivision or combinations
53
of the outstanding Common Shares). Upon conversion of Class B Common Shares into
Class A Common Shares, the Class B Common Shares so converted will be retired
and will become authorized but unissued Class A Common Shares.
The holders of Common Shares will be entitled to receive like dividends and
other distributions as may be declared thereon by the Board of Directors of the
Company out of assets or funds of the Company legally available therefor,
subject to the rights of the holders of any series of Preferred Shares and any
other provision of the Amended Articles of Incorporation. The Amended Articles
of Incorporation provide that if Class A Common Shares are paid on Class A
Common Shares and Class B Common Shares are paid on Class B Common Shares, in an
equal amount per share of Class A Common Shares and Class B Common Shares,
respectively, such payment will be deemed to be a like dividend or other
distribution.
The Company will be restricted by the terms of the Amended Credit Facility
from paying cash dividends on its capital shares and may in the future enter
into loan or other agreements or issue debt securities or preferred stock that
restrict the payment of cash dividends on the Common Shares. See "Dividend
Policy" and "Description of Certain Indebtedness." The Company does not
anticipate declaring and paying cash dividends on the Common Shares at any time
in the near term. The decision as to whether to apply legally available funds to
the payment of dividends on the Common Shares will be made by the Board of
Directors of the Company from time to time in the exercise of its business
judgment, taking into account, among other things, the Company's results of
operations and financial condition, any then existing or proposed commitments
for the use by the Company of available funds and the Company's obligations with
respect to any then outstanding class or series of Preferred Shares.
In the case of any split, subdivision, combination or reclassification of
Class A Common Shares or Class B Common Shares, the other class of Common Shares
also will be split, subdivided, combined or reclassified so that the number of
Class A Common Shares and Class B Common Shares outstanding immediately
following such split, subdivision, combination or reclassification will bear the
same relationship to each other as that which existed immediately prior to such
action.
In the event of any liquidation, dissolution or winding up of the Company,
the holders of Common Shares will be entitled to receive the assets and funds of
the Company available for distribution after payments to creditors and to the
holders of any Preferred Shares of the Company that may at the time be
outstanding, in proportion to the number of shares held by them, respectively,
without regard to class.
In the event of any merger, consolidation, purchase or acquisition of
property or securities, or other reorganization in which any consideration is to
be received by the holders of Common Shares, the holders of each class of Common
Shares will receive the same consideration on a per share basis, except that, if
such consideration consists in any part of voting securities (or of options or
warrants to purchase, or of securities convertible into or exchangeable for,
voting securities), the holders of Class B Common Shares may receive, on a per
share basis, voting securities with ten times the number of votes per share as
those voting securities to be received by the holders of Class A Common Shares
(or options or warrants to purchase, or securities convertible into or
exchangeable for, voting securities with ten times the number of votes per share
as those voting securities issuable upon exercise of the options or warrants, or
into which the convertible or exchangeable securities may be converted or
exchanged, received by the holders of Class A Common Shares).
Prior to the date of this Prospectus, there has been no established public
trading market for the Common Shares. The Class A Common Shares have been
approved for listing on the New York Stock Exchange under the symbol "DSD,"
subject to official notice of issuance. See "Risk Factors--No Prior Market for
Class A Common Shares; Possible Volatility of Price."
American Stock Transfer & Trust Company will be the Registrar and Transfer
Agent for the Class A Common Shares.
54
PREFERRED SHARES
There are no Preferred Shares outstanding. The Board of Directors has the
authority, without further action by the shareholders, to issue the Preferred
Shares in one or more series and to fix the rights, designations, preferences,
privileges, qualifications, and restrictions thereof, including dividend rights,
conversion rights, terms and rights of redemption, liquidation preferences, and
sinking fund terms (any or all of which may be greater than the rights of the
Common Shares). The Board of Directors also has the authority, without further
action by the shareholders, to amend the Amended Articles of Incorporation to
fix the voting rights of the entire class of Preferred Shares. The Board of
Directors, without shareholder approval, can issue Preferred Shares with
conversion, voting and other rights which could adversely affect the rights of
the holders of Class A Common Shares.
CERTAIN CHARTER PROVISIONS
The Amended Articles of Incorporation provide for indemnification of the
officers and directors of the Company to the full extent provided in the OGCL.
The Amended Articles of Incorporation also include certain provisions of the
OGCL that limit the liability of a director of the Company for damages for any
action the director takes or fails to take as a director unless it is proved by
clear and convincing evidence in a court of competent jurisdiction that the
action or failure to act was undertaken with deliberate intent to cause injury
to the Company or with reckless disregard for the best interests of the Company.
Neither the OGCL nor this provision of the Amended Articles of Incorporation
will exonerate a director from liability under the federal securities laws nor
will either have any effect on any non-monetary remedies that may be available
to the Company or its shareholders.
CERTAIN OHIO LEGISLATION
Ohio's Merger Moratorium Act prohibits an Ohio corporation from engaging in
specified transactions such as a merger, certain asset sales, certain issuances
of shares, a liquidation or the like with a beneficial owner of 10% or more of
the outstanding voting power of the corporation during the three-year period
following the date the person became the owner of the 10% interest, unless,
prior to the date the person became the owner of the 10% interest, the specified
transaction or the acquisition of shares was approved by the directors of the
corporation. After the three-year period, such transactions may be entered into
if approved by the holders of at least two-thirds of the voting power of the
corporation (including by the holders of at least a majority of the shares held
by persons other than an interested person, as defined in the statute) or if the
consideration to be paid in the transaction is at least equal to certain
specified amounts. Such provision will not be applicable to Ripplewood, the
Company's current controlling shareholder.
55
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of the Offering (assuming the Underwriters' over-allotment
option is not exercised), the 1,522,550 Class B Common Shares held by
Ripplewood, 312,050 Class A Common Shares held by the Company's management and
Matthew O. Diggs, Jr., and 272,750 Class A Common Shares issuable upon exercise
of the Options held by the Company's management will continue to be "restricted
shares" as defined in Rule 144 under the Securities Act. Such shares may not be
resold in the absence of registration under the Securities Act except pursuant
to exemptions from such registration including, among others, the exemption
provided by Rule 144 under the Securities Act. After the Offering, Ripplewood,
management and the other remaining parties to the Amended Shareholder Agreement
will have certain incidental registration rights with respect to all of the
Common Shares owned by them or that may be acquired by them, and Ripplewood will
have two demand registration rights with respect to the Common Shares owned or
acquired by it. See "Principal and Selling Shareholders--Shareholder Agreement."
In general, pursuant to Rule 144 under the Securities Act, a person (or
person whose shares must be aggregated) who has beneficially owned restricted
shares for at least two years, including a person who may be deemed an
"affiliate" of the Company, is entitled to sell within any three-month period
that number of shares that does not exceed the greater of one percent of the
then outstanding Class A Common Shares or the reported average weekly trading
volume of the then outstanding Class A Common Shares for the four weeks
preceding each such sale. Sales under Rule 144 also are subject to certain
manner of sale restrictions and notice requirements, and to the availability of
current public information about the Company. As defined in Rule 144, an
"affiliate" of an issuer is a person that directly, or indirectly through the
usage of one or more intermediaries, controls, or is controlled by, or is under
common control with, such issuer.
Rule 701 under the Securities Act permits resales of shares in reliance upon
Rule 144 but without compliance with certain restrictions, including the holding
period requirement, of Rule 144. Any employee, officer or director of, or
consultant to, the Company who purchased his or her shares pursuant to a written
compensatory plan or contract may be entitled to rely on the resale provisions
of Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under
Rule 144 without complying with the holding period requirements of Rule 144.
Rule 701 further provides that non-affiliates may sell such shares in reliance
on Rule 144 without having to comply with the holding period, public
information, volume limitation or notice provisions of Rule 144. In both cases,
a holder of Rule 701 shares is required to wait until 90 days after the date the
Registration Statement (as hereinafter defined) becomes effective before selling
such shares.
The Company, Ripplewood and certain of the Company's other shareholders, to
the extent that such shareholders are not selling Class A Common Shares in the
Offering, have agreed, subject to certain exceptions, not to sell, offer to
sell, contract to sell, grant any option to purchase, or otherwise dispose of
any Class A Common Shares or securities convertible into or exercisable or
exchangeable for Class A Common Shares other than the Class A Common Shares
offered hereby for a period of 360 days after the date of this Prospectus,
without the prior written consent of the Representatives of the Underwriters;
provided, however, that the Company may issue: (i) options pursuant to any
employee stock option plan, stock ownership plan or dividend reinvestment plan
in effect on the date of this Prospectus, (ii) Class A Common Shares upon the
conversion or exercise of securities or Options outstanding on the date of this
Prospectus and (iii) commencing 90 days after the date of this Prospectus, Class
A Common Shares or securities convertible, exercisable or exchangeable for Class
A Common Shares in mergers, acquisitions or similar transactions. See
"Underwriting."
No prediction can be made as to the effect, if any, that future sales of
shares, or the availability of shares for future sale, will have on the market
price of the Class A Common Shares prevailing from time to time. Sales of
substantial numbers of Class A Common Shares (including shares issued upon the
exercise of Options), or the perception that such sales could occur, could
adversely affect the prevailing market price for the Class A Common Shares. If
such sales reduce the market price of the Class A Common Shares, the Company's
ability to raise additional capital in the equity markets could be adversely
affected.
56
DESCRIPTION OF CERTAIN INDEBTEDNESS
The summary contained herein of certain provisions of the indebtedness of
the Company does not purport to be complete and is qualified in its entirety by
reference to the provisions of the Amended Credit Facility, which will be filed
as an exhibit to the Registration Statement of which this Prospectus is a part
and to which reference is hereby made.
The Company has an agreement in principle with the Banks to amend the Credit
Facility concurrent with, and conditional upon, consummation of the Offering and
will pay a commitment fee of $170,000 to the Banks in connection therewith. The
Amended Credit Facility will provide for (i) the Term Loan and (ii) the
Revolving Credit Facility. Amounts available under the Revolving Credit Facility
will be equal to the lesser of (i) $36.5 million or (ii) the sum of (x) 85% of
eligible accounts receivable, (y) 60% of eligible inventories and (z) an amount
equal to $10 million upon closing of the Offering, decreasing in steps to zero
on September 30, 1997. At March 29, 1996, if the Revolving Credit Facility had
been in place, $29.7 million would have been available thereunder, of which
$17.1 million of borrowings would have been outstanding. The Revolving Credit
Facility will terminate in four years, with interest options based on (a) Bank
One, Dayton NA's prime rate or (b) LIBOR plus an amount between 1.00% and 2.25%
(LIBOR plus 1.50% if the Amended Credit Facility had been in place at March 29,
1996) depending on the ratio of EBITDA to interest expense and the ratio of
total liabilities to EBITDA. A commitment fee of between 0.125% and 0.375% per
annum will be payable on the average unused amount depending on the level of
EBITDA and certain other financial ratios. If the Amended Credit Facility had
been in place at March 29, 1996, the commitment fee would have been 0.25% per
annum. The principal amount of the Term Loan will be the lesser of $13.5 million
or 70% of the appraised value of the Company's fixed assets. An appraisal is
currently being conducted. If the appraised value of the Company's fixed assets
were equal to the depreciated book value of such assets at March 29, 1996, the
amount of the Term Loan would be $12.2 million. The Term Loan will be due in
full four years from its date of issuance with mandatory quarterly principal
payments of $843,750 plus interest. The Term Loan will permit the Company to
choose from various interest rate options.
The Amended Credit Facility will require the Company to satisfy certain
financial performance criteria (including maintaining a specified ratio of
EBITDA to current obligations, a specified ratio of total liabilities to EBITDA,
a specified net worth and a specified tangible net worth) and will provide for
certain customary events of default. The Amended Credit Facility will also
contain covenants and provisions restricting, among other things, the ability of
the Company to: (i) incur additional indebtedness, (ii) incur liens on its
property, (iii) merge or consolidate with or acquire another person or engage in
other fundamental changes, (iv) engage in certain sales of assets, (v) make
capital expenditures and (vi) pay dividends or make distributions or prepay,
purchase or redeem indebtedness other than indebtedness under the Amended Credit
Facility.
57
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Company and the Selling Shareholders have severally agreed to sell to each
of the Underwriters named below, and each of the Underwriters, for whom Salomon
Brothers Inc, Lazard Freres & Co. LLC, Robert W. Baird & Co. Incorporated and BT
Securities Corporation are acting as representatives (the "Representatives"),
has severally agreed to purchase from the Company and the Selling Shareholders,
the number of shares set forth opposite its name below:
<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
-------------------------------------------------------------------------- ------------------
<S> <C>
Salomon Brothers Inc......................................................
Lazard Freres & Co. LLC...................................................
Robert W. Baird & Co. Incorporated........................................
BT Securities Corporation.................................................
----------
Total................................................................. 3,700,000
----------
----------
</TABLE>
In the Underwriting Agreement, the several Underwriters have agreed, subject
to the terms and conditions set forth therein, to purchase all 3,700,000 of the
Class A Common Shares offered hereby, if any such Class A Common Shares are
purchased. In the event of a default by any Underwriter, the Underwriting
Agreement provides that, in certain circumstances, purchase commitments of the
non-defaulting Underwriters may be increased or the Underwriting Agreement may
be terminated. The Company and the Selling Shareholders have been advised by the
Representatives that the several Underwriters propose initially to offer such
Class A Common Shares at the public offering price set forth on the cover page
of this Prospectus, and to certain dealers at such price less a concession not
in excess of $ per share. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of $ per share to other dealers. After
the initial offering, the public offering price and such concessions may be
changed.
The Company and Ripplewood have granted to the Underwriters an option,
exercisable during the 30-day period after the date of this Prospectus, to
purchase up to an aggregate of 555,000 additional Class A Common Shares at the
public offering price less the underwriting discount set forth on the cover page
of this Prospectus. The Underwriters may exercise such option only to cover
over-allotments in the sale of the Class A Common Shares that the Underwriters
have agreed to purchase. To the extent that the Underwriters exercise such
option, each Underwriter will have a firm commitment, subject to certain
conditions, to purchase a number of option shares proportionate to such
Underwriter's initial commitment.
Certain Managing Directors and one employee of Lazard Freres & Co. LLC, one
of the Representatives, will be Selling Shareholders in the Offering and are
expected to sell an aggregate of 3.72% of the Class A Common Shares offered
hereby, assuming that the Underwriters' over-allotment option is not exercised.
See "Principal and Selling Shareholders." Consequently, in accordance with
subsection (c)(7)(C) of Section 44 of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., the price at which the Class A Common
Shares will be distributed to the public must be established at a price no
higher than that recommended by a qualified independent underwriter. Salomon
Brothers Inc, one of the Representatives, has agreed to act as qualified
independent underwriter, to participate in the preparation of the registration
statement and this Prospectus and to exercise the usual standards of due
diligence in respect thereto. Salomon Brothers Inc will receive compensation
from the Underwriters in the amount of $10,000 for acting as a qualified
independent underwriter.
58
The Representatives have advised the Company that the Underwriters do not
intend to confirm sales to accounts over which they exercise discretionary
authority.
The Company, Ripplewood and certain of the Company's other shareholders, to
the extent that such shareholders are not selling Class A Common Shares in the
Offering, have agreed, subject to certain exceptions, not to sell, offer to
sell, contract to sell, grant any option to purchase or otherwise dispose of any
Class A Common Shares or any securities convertible into or exercisable or
exchangeable for Class A Common Shares other than the Class A Common Shares
offered hereby for a period of 360 days after the date of this Prospectus,
without the prior written consent of the Representatives; provided, however,
that the Company may issue: (i) options pursuant to any employee stock option
plan, stock ownership plan or dividend reinvestment plan in effect on the date
of this Prospectus, (ii) Class A Common Shares upon the conversion or exercise
of securities or Options outstanding on the date of this Prospectus and (iii)
commencing 90 days after the date of this Prospectus, Class A Common Shares or
securities convertible, exercisable or exchangeable for Class A Common Shares in
mergers, acquisitions or similar transactions.
The Underwriting Agreement provides that the Company and the Selling
Shareholders will indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act, or contribute to
payments the Underwriters may be required to make in respect thereof. The
Underwriters have agreed to reimburse the Company for certain expenses incurred
by the Company in connection with the Offering.
Prior to the Offering, there has been no public market for the Class A
Common Shares. The initial public offering price for the Class A Common Shares
will be determined by negotiation among the Company, Ripplewood and the
Representatives. Among the factors to be considered in determining the initial
public offering price will be the earnings and certain other financial and
operating information of the Company in recent periods, the future prospects of
the Company and its industry in general, the general condition of the securities
market at the time of the Offering and the market prices of securities and
certain financial and operating information of companies engaged in activities
similar to those of the Company. There can, however, be no assurance that the
prices at which the Class A Common Shares will sell in the public market after
the Offering will not be lower than the price at which they are sold by the
Underwriters.
The Company will pay Ripplewood a fee of $600,000 at the time the Offering
is completed for additional services provided in connection with the Offering
and related transactions.
The Class A Common Shares have been approved for listing on the New York
Stock Exchange under the symbol "DSD," subject to official notice of issuance.
LEGAL MATTERS
The validity of the Class A Common Shares offered hereby will be passed upon
for the Company and the Selling Shareholders by Thompson Hine & Flory P.L.L.,
Dayton, Ohio. Certain legal matters relating to the Offering will be passed upon
for the Company by Cravath, Swaine & Moore, New York, New York. Certain legal
matters relating to the Offering will be passed upon for the Underwriters by
Debevoise & Plimpton, New York, New York. Debevoise & Plimpton will rely, as to
matters of Ohio law, on the opinion of Thompson Hine & Flory P.L.L. From time to
time Debevoise & Plimpton has represented certain affiliates of the Company
(such as Ripplewood, Timothy C. Collins and Matthew O. Diggs, Jr.), including in
connection with Ripplewood's acquisition of the Company, and expects to continue
to do so in the future.
59
EXPERTS
The consolidated financial statements of the Company as of December 31, 1994
and 1995 and for each of the three years in the period ended December 31, 1995
included in this Prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of such firm as
experts in accounting and auditing in giving such reports.
The consolidated statements of operations and cash flows of Dur-O-Wal for
the year ended December 31, 1994 included in this Prospectus have been audited
by Altschuler, Melvoin and Glasser LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of such firm as experts in accounting and auditing
in giving such report.
The consolidated statements of operations and cash flows of Dur-O-Wal for
the years ended December 31, 1992 and 1993 included in this Prospectus have been
audited by Coopers & Lybrand L.L.P., independent accountants, as indicated in
their report with respect thereto, and are included herein in reliance upon the
authority of such firm as experts in accounting and auditing.
The Company has agreed to indemnify Altschuler, Melvoin and Glasser LLP for
costs and expenses that Altschuler, Melvoin and Glasser LLP might incur in
successfully defending itself in litigation resulting from the inclusion of its
report in the registration statement of which this Prospectus forms a part. Such
indemnification, however, will be null and void should Altschuler, Melvoin and
Glasser LLP be found by a court to be liable for professional malpractice.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (the "Registration
Statement") under the Securities Act for the registration of the Class A Common
Shares offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement, certain items of which are contained in exhibits and
schedules to the Registration Statement as permitted by the rules and
regulations of the Commission. For further information with respect to the
Company and the Class A Common Shares offered hereby, reference is made to the
Registration Statement, including the exhibits thereto, and financial statements
and notes filed as a part thereof.
Statements made in this Prospectus concerning the contents of any contract
or other document are not necessarily complete. With respect to each such
contract or other document filed with the Commission as an exhibit to the
Registration Statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference. The Registration Statement and the
exhibits and schedules thereto filed by the Company with the Commission may be
inspected at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at 7 World Trade Center, Suite 1300,
New York, New York 10048 and at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such materials may be obtained from the Public
Reference Section of the Commission, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
As a result of the Offering, the Company will become subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). So long as the Company is subject to the periodic
reporting requirements of the Exchange Act, it will continue to furnish the
reports and other information required thereby to the Commission. The Company
intends to furnish holders of the Class A Common Shares with annual reports
containing, among other information, audited financial statements certified by
an independent public accounting firm and quarterly reports containing unaudited
condensed financial information for the first three quarters of each fiscal
year. The Company also intends to furnish such other reports as it may determine
or as may be required by law.
60
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Dayton Superior Corporation and Subsidiaries:
Report of Independent Public Accountants................................................................. F-2
Consolidated Balance Sheets as of December 31, 1994 and 1995............................................. F-3
Consolidated Statements of Operations for the years ended December 31, 1993, 1994 and 1995............... F-4
Consolidated Statements of Shareholders' Equity for the years ended December 31, 1993, 1994 and 1995..... F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1993, 1994 and 1995............... F-6
Notes to Consolidated Financial Statements............................................................... F-7
Consolidated Balance Sheet as of December 31, 1995 and March 29, 1996 (unaudited)........................ F-20
Consolidated Statements of Operations for the three fiscal months ended March 31, 1995 and March 29, 1996
(unaudited)............................................................................................. F-21
Consolidated Statements of Cash Flows for the three fiscal months ended March 31, 1995 and March 29, 1996
(unaudited)............................................................................................. F-22
Notes to Consolidated Financial Statements (unaudited)................................................... F-23
Dur-O-Wal, Inc. and Subsidiary:
Reports of Independent Accountants....................................................................... F-24
Consolidated Statements of Operations for the years ended December 31, 1992, 1993, and 1994.............. F-26
Consolidated Statements of Cash Flows for the years ended December 31, 1992, 1993, and 1994.............. F-27
Notes to Consolidated Financial Statements............................................................... F-28
Consolidated Statements of Income for the periods January 1 through October 15, 1994 and 1995
(unaudited)............................................................................................. F-31
Consolidated Statements of Cash Flows for the periods January 1 through October 15, 1994 and 1995
(unaudited)............................................................................................. F-32
Notes to Consolidated Financial Statements (unaudited)................................................... F-33
</TABLE>
F-1
After the authorization of the stock split discussed in Note 10a to Dayton
Superior Corporation's consolidated financial statements, we expect to be in a
position to render the following report.
ARTHUR ANDERSEN LLP
May 29, 1996
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of Dayton Superior Corporation:
We have audited the accompanying consolidated balance sheets of Dayton
Superior Corporation (an Ohio corporation) and Subsidiaries as of December 31,
1994 and 1995, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1995. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Dayton Superior Corporation
and Subsidiaries as of December 31, 1994 and 1995, and the results of their
operations and their cash flows for each of the three years in the period then
ended December 31, 1995 in conformity with generally accepted accounting
principles.
Dayton, Ohio
February 10, 1996 (except with respect to the matters discussed in Note 10
as to which the date is ).
F-2
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1994 AND 1995
ASSETS
<TABLE>
<CAPTION>
1994 1995
--------- ---------
(AMOUNTS IN
THOUSANDS,
EXCEPT SHARE
AMOUNTS)
<S> <C> <C>
CURRENT ASSETS:
Cash................................................................................. $464 $643
Accounts receivable, net of allowance for
doubtful accounts of $764 and $708 (Note 4) 9,089 11,724
Inventories (Notes 2 and 4).......................................................... 9,724 12,392
Rental equipment, net (Note 2)....................................................... 847 1,235
Prepaid expenses..................................................................... 507 474
Prepaid income taxes................................................................. -- 436
Future income tax benefits (Note 7).................................................. -- 1,393
--------- ---------
Total current assets............................................................... 20,631 28,297
--------- ---------
PROPERTY, PLANT AND EQUIPMENT (Note 2):
Land................................................................................. 496 932
Building and improvements............................................................ 5,263 8,209
Machinery and equipment.............................................................. 11,835 18,419
--------- ---------
17,594 27,560
Less accumulated depreciation........................................................ (8,022) (10,000)
--------- ---------
Net property, plant and equipment................................................ 9,572 17,560
--------- ---------
GOODWILL AND INTANGIBLE ASSETS,
net of accumulated amortization (Note 2).............................................. 42,130 57,734
OTHER ASSETS........................................................................... 38 269
--------- ---------
Total assets....................................................................... $ 72,371 $ 103,860
--------- ---------
--------- ---------
</TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<S> <C> <C>
CURRENT LIABILITIES:
Current portion of long-term debt (Note 4)........................................... $-- $32
Accounts payable..................................................................... 6,391 8,043
Amounts due to former shareholder (Note 5)........................................... -- 1,000
Accrued interest..................................................................... 4 2,063
Accrued compensation and benefits.................................................... 3,251 3,889
Other accrued liabilities............................................................ 1,624 2,987
Income taxes payable................................................................. 174 --
--------- ---------
Total current liabilities.......................................................... 11,444 18,014
LONG-TERM DEBT (Note 4)................................................................ 24,448 52,980
DEFERRED INCOME TAXES (Note 7)......................................................... -- 2,781
OTHER LONG-TERM LIABILITIES............................................................ 1,969 2,600
--------- ---------
Total liabilities.................................................................. 37,861 76,375
--------- ---------
COMMITMENTS AND CONTINGENCIES (Note 8)
REDEEMABLE PREFERRED SHARES (Note 5)................................................... 6,836 --
--------- ---------
SHAREHOLDERS' EQUITY:
Class A Common shares; no par value; 20,000,000 shares authorized; 2,040,000 and
2,804,500 shares issued; and 2,038,000 and 2,802,500 shares outstanding............. 14,554 17,483
Class B Common shares; no par value; 15,000,000 shares authorized; 873,400 and
485,500 shares issued and outstanding............................................... 1,714 1,942
Cumulative foreign currency translation adjustment................................... (157) (139)
Excess pension liability (Note 6).................................................... (295) (50)
Retained earnings.................................................................... 11,939 8,330
Treasury shares, Class A Common, 2,000 shares, at cost............................... (81) (81)
--------- ---------
Total shareholders' equity......................................................... 27,674 27,485
--------- ---------
Total liabilities and shareholders' equity....................................... $ 72,371 $ 103,860
--------- ---------
--------- ---------
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these consolidated balance sheets.
F-3
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
<TABLE>
<CAPTION>
1993 1994 1995
---------- ----------- -----------
(AMOUNTS IN THOUSANDS, EXCEPT SHARE
AND PER SHARE AMOUNTS)
<S> <C> <C> <C>
NET SALES................................................................. $75,154 $82,341 $92,802
COST OF SALES............................................................. 55,427 58,011 63,990
---------- ----------- -----------
Gross profit............................................................ 19,727 24,330 28,812
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.............................. 15,871 18,027 20,189
---------- ----------- -----------
Income from operations.................................................. 3,856 6,303 8,623
OTHER EXPENSES:
Interest expense, net................................................... 10,118 6,017 4,231
Other, net.............................................................. -- 873 (3)
---------- ----------- -----------
Income (loss) before income taxes and extraordinary item................ (6,262) (587) 4,395
PROVISION (BENEFIT) FOR INCOME TAXES...................................... (89) 95 690
---------- ----------- -----------
Income (loss) before extraordinary item................................. (6,173) (682) 3,705
EXTRAORDINARY ITEM--
Gain on forgiveness of debt, net of income tax effect of $92 (Note 3)... -- 31,354 --
---------- ----------- -----------
Net income (loss)....................................................... (6,173) 30,672 3,705
Dividends on Redeemable Preferred Shares.................................. -- (361) (470)
Accretion on Redeemable Preferred Shares.................................. -- (136) (192)
Redemption of Redeemable Preferred Shares in excess of book value......... -- -- (2,972)
---------- ----------- -----------
Net income (loss) available to common shareholders........................ $(6,173) $30,175 $71
---------- ----------- -----------
---------- ----------- -----------
Income (loss) per share before extraordinary item......................... $(64.95) $(0.58) $0.02
Extraordinary item per share.............................................. -- 15.50 --
---------- ----------- -----------
Net income (loss) per share............................................... $(64.95) $14.92 $0.02
---------- ----------- -----------
---------- ----------- -----------
Weighted average common and common equivalent shares outstanding.......... 95,039 2,021,918 3,560,808
---------- ----------- -----------
---------- ----------- -----------
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
F-4
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
<TABLE>
<CAPTION>
CUMULATIVE
CLASS A CLASS B FOREIGN
COMMON SHARES COMMON SHARES CURRENCY EXCESS
---------------------- ---------------------- SUBSCRIPTIONS TRANSLATION PENSION
SHARES AMOUNT SHARES AMOUNT RECEIVABLE ADJUSTMENT LIABILITY
--------- ----------- --------- ----------- ----------------- ------------- -----------
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
Balances, December 31, 1992....... 40,000 $ 10,000 10,000 $-- $-- $ (83 ) $--
Net loss..........................
Foreign currency translation
adjustment....................... (33 )
Excess pension liability
adjustment....................... (150)
Reclassification of notes
receivable from stock issuance... (268 )
--------- ----------- --------- ----------- ------ ------ -----------
Balances, December 31, 1993....... 40,000 10,000 10,000 -- (268 ) (116 ) (150)
Net income........................
Foreign currency translation
adjustment....................... (41 )
Excess pension liability
adjustment....................... (145)
Cancellation of notes receivable
from stock issuance.............. 268
Issuance of Common Shares and
warrants in exchange for debt,
net of issuance costs (Note 3)... -- 554 863,400 1,714
Dividends on Redeemable Preferred
Class A Shares, $7.22 per
share............................
Accretion on Redeemable Preferred
Class B Shares...................
Issuance of Common Shares for
cash............................. 2,000,000 4,000
--------- ----------- --------- ----------- ------ ------ -----------
Balances, December 31, 1994....... 2,040,000 14,554 873,400 1,714 -- (157 ) (295)
Net income........................
Foreign currency translation
adjustment....................... 18
Excess pension liability
adjustment....................... 245
Dividends on Redeemable Preferred
Class A Shares, $9.40 per
share............................
Accretion on Redeemable Preferred
Class B Shares...................
Acquisition of Common Shares (Note
5)............................... (873,400) (1,714 )
Redemption of Redeemable Preferred
Shares (Note 5)..................
Issuance of Common Shares for
cash, net of issuance costs...... 764,500 2,929 485,500 1,942
--------- ----------- --------- ----------- ------ ------ -----------
Balances, December 31, 1995....... 2,804,500 $ 17,483 485,500 $ 1,942 $-- $ (139 ) $(50)
--------- ----------- --------- ----------- ------ ------ -----------
--------- ----------- --------- ----------- ------ ------ -----------
<CAPTION>
RETAINED TREASURY SHARES
EARNINGS
(ACCUMULATED ------------------------
DEFICIT) SHARES AMOUNT TOTAL
-------------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
Balances, December 31, 1992....... $ (12,063 ) 350 $ (78 ) $ (2,224)
Net loss.......................... (6,173 ) (6,173)
Foreign currency translation
adjustment....................... (33)
Excess pension liability
adjustment....................... (150)
Reclassification of notes
receivable from stock issuance... (268)
-------------- ----- --- ---------
Balances, December 31, 1993....... (18,236 ) 350 (78 ) (8,848)
Net income........................ 30,672 30,672
Foreign currency translation
adjustment....................... (41)
Excess pension liability
adjustment....................... (145)
Cancellation of notes receivable
from stock issuance.............. 1,650 (3 ) 265
Issuance of Common Shares and
warrants in exchange for debt,
net of issuance costs (Note 3)... 2,268
Dividends on Redeemable Preferred
Class A Shares, $7.22 per
share............................ (361 ) (361)
Accretion on Redeemable Preferred
Class B Shares................... (136 ) (136)
Issuance of Common Shares for
cash............................. 4,000
-------------- ----- --- ---------
Balances, December 31, 1994....... 11,939 2,000 (81 ) 27,674
Net income........................ 3,705 3,705
Foreign currency translation
adjustment....................... 18
Excess pension liability
adjustment....................... 245
Dividends on Redeemable Preferred
Class A Shares, $9.40 per
share............................ (470 ) (470)
Accretion on Redeemable Preferred
Class B Shares................... (192 ) (192)
Acquisition of Common Shares (Note
5)............................... (3,680 ) (5,394)
Redemption of Redeemable Preferred
Shares (Note 5).................. (2,972 ) (2,972)
Issuance of Common Shares for
cash, net of issuance costs...... 4,871
-------------- ----- --- ---------
Balances, December 31, 1995....... $ 8,330 2,000 $ (81 ) $ 27,485
-------------- ----- --- ---------
-------------- ----- --- ---------
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
F-5
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
<TABLE>
<CAPTION>
1993 1994 1995
---------- ------------ ------------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)...................................................................... $ (6,173) $30,672 $3,705
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating
activities:
Extraordinary gain on forgiveness of debt............................................ -- (31,354) --
Depreciation......................................................................... 1,914 2,194 2,777
Amortization of goodwill and intangibles............................................. 1,303 1,305 1,491
Deferred income taxes................................................................ -- -- (120)
Amortization of debt discount and deferred financing costs........................... 582 385 409
Loss (gain) on sales of assets....................................................... (71) 16 (17)
Change in assets and liabilities, net of effects of acquisition of Dur-O-Wal, Inc. and
Subsidiary:
Accounts receivable.................................................................. (1,291) (1,580) 206
Inventories.......................................................................... (309) (1,692) (1,175)
Prepaid income taxes and income taxes payable........................................ (138) 224 (473)
Accounts payable..................................................................... 538 2,038 (425)
Accrued liabilities.................................................................. 6,862 (9,954) 1,989
Other, net........................................................................... (714) 170 (141)
---------- ------------ ------------
Net cash provided by (used in) operating activities................................ 2,503 (7,576) 8,226
---------- ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment additions, net........................................... (1,647) (2,082) (2,730)
Proceeds from sales of assets.......................................................... 30 7 37
Acquisition of Dur-O-Wal, Inc. and Subsidiary, net of cash acquired (Note 1)........... -- -- (23,628)
---------- ------------ ------------
Net cash used in investing activities.............................................. (1,617) (2,075) (26,321)
---------- ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid on Redeemable Preferred Shares.......................................... -- (361) (470)
Repayments of long-term debt........................................................... -- (23,369) (98)
Issuance of long-term debt............................................................. -- 24,414 28,594
Issuance of Common Shares and warrants................................................. -- 4,554 4,871
Financing costs and fees............................................................... -- (1,326) (247)
Acquisition of Common Shares........................................................... -- -- (4,394)
Redemption of Redeemable Preferred Shares.............................................. -- -- (10,000)
---------- ------------ ------------
Net cash provided by financing activities.......................................... -- 3,912 18,256
---------- ------------ ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH.................................................. (33) (41) 18
---------- ------------ ------------
Net increase (decrease) in cash.................................................... 853 (5,780) 179
CASH, beginning of year.................................................................. 5,391 6,244 464
---------- ------------ ------------
CASH, end of year........................................................................ $6,244 $464 $643
---------- ------------ ------------
---------- ------------ ------------
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
F-6
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(1) THE COMPANY
The accompanying consolidated financial statements include the accounts of
Dayton Superior Corporation and its wholly owned subsidiaries, Dayton Superior
Canada Ltd. and commencing as of October 16, 1995, Dur-O-Wal, Inc., and
Dur-O-Wal Limited (collectively referred to as the "Company"). All significant
intercompany transactions have been eliminated.
The Company operates in one segment, manufacturing and distributing concrete
and masonry accessories. The Company is the largest North American manufacturer
and distributor of specialized metal accessories used primarily in concrete
construction and masonry construction. The Company's products are used primarily
in two segments of the construction industry: non-residential building projects
such as institutional buildings, retail sites, commercial offices and
manufacturing facilities; and infrastructure projects such as highways, bridges,
utilities, water and waste treatment facilities and airport runways. The Company
believes that its distribution system is the largest in its industry, consisting
of a network of 22 Company-operated service/distribution centers in the United
States and Canada and over 3,000 customers, including stocking dealers, brokers,
rebar fabricators, precast concrete manufacturers and concrete block
manufacturers. The Company employs approximately 240 salaried and 470 hourly
personnel, of whom approximately 300 of the hourly personnel and five of the
salaried personnel are represented by labor unions. A collective bargaining
agreement expiring in 1996 covers five salaried employees at the Company's Santa
Fe Springs facility.
As of December 31, 1994, Dayton Superior Corporation was a 52%-owned,
indirect subsidiary of Onex Corporation ("Onex"), an Ontario corporation listed
on the Toronto and Montreal Stock Exchanges. During October 1995, 98% of Onex's
shares in the Company were transferred to Ripplewood Holdings L.L.C.
("Ripplewood"). Ripplewood holds 50.4% of the common shares of the Company as of
December 31, 1995. Onex is a minority shareholder of Ripplewood.
On October 16, 1995, the Company purchased all of the outstanding shares of
Dur-O-Wal, Inc., a Chicago-area based manufacturer of masonry wall reinforcement
products with seven manufacturing and distribution facilities throughout the
United States and Canada. Sales are made principally to masonry block
manufacturers and wholesalers of masonry materials throughout the United States
and Canada. The purchase price of $21,875, plus acquisition costs of $1,766, was
financed by draws on the line of credit, which aggregated $8,641, and new Senior
Promissory Notes of $15,000. The acquisition has been accounted for as a
purchase, and the results of Dur-O-Wal, Inc. and its subsidiary have been
included in the accompanying consolidated financial statements since the date of
acquisition. The cost of the acquisition has been allocated on the basis of
appraised fair value of the assets acquired and liabilities assumed. Certain
appraisals and evaluations are preliminary estimates and may change during 1996.
In management's opinion, the preliminary allocation of the purchase price is not
expected to differ materially from the final allocation.
<TABLE>
<S> <C>
Cash.............................................................. $13
Other current assets.............................................. 5,948
Property, plant and equipment..................................... 7,620
Other assets...................................................... 267
Goodwill.......................................................... 17,167
---------
Total assets acquired........................................... 31,015
Liabilities assumed............................................... (7,374)
---------
Net assets acquired............................................. $ 23,641
---------
---------
</TABLE>
F-7
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(1) THE COMPANY (CONTINUED)
The unaudited consolidated results of operations on a pro forma basis as
though Dur-O-Wal, Inc. had been acquired as of the beginning of 1994 are as
follows:
<TABLE>
<CAPTION>
1994 1995
----------- -----------
<S> <C> <C>
Net sales........................................................... $ 106,965 $ 113,695
Gross profit........................................................ 30,421 33,718
Income before extraordinary item.................................... 487 3,404
Income (loss) before extraordinary item available for common
shareholders....................................................... (10) (230)
Income (loss) per share before extraordinary item................... (0.00) (0.08)
</TABLE>
The pro forma financial information is presented for informational purposes
only and is not necessarily indicative of the operating results that would have
occurred had the Dur-O-Wal, Inc. acquisition been consummated as of the above
date, nor are they necessarily indicative of future operating results.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) INVENTORIES--Substantially all finished products and raw materials are
stated at the lower of last-in, first-out ("LIFO") cost (which approximates
current cost) or market. The net realizable value reserves reflect the
Company's best estimate of the excess of the cost of potential obsolete and
slow moving inventory over the expected net realizable value. The reserve is
measured by taking an analysis of inventory with low sales during the year
and comparing the net realizable value of these items to their cost.
Following is a summary of the components of inventories as of December 31,
1994 and 1995, net of net realizable value reserves of $368 and $770,
respectively:
<TABLE>
<CAPTION>
1994 1995
--------- ---------
<S> <C> <C>
Raw materials........................................................... $ 2,145 $2,562
Finished goods.......................................................... 7,579 9,830
--------- ---------
9,724 12,392
LIFO Reserve............................................................ -- --
--------- ---------
$ 9,724 $ 12,392
--------- ---------
--------- ---------
</TABLE>
(b) PROPERTY, PLANT AND EQUIPMENT--Property, plant and equipment are valued at
cost and depreciated over their estimated useful lives using straight-line
and accelerated methods. Following is a summary of estimated useful lives:
<TABLE>
<S> <C>
Building and improvements...................................... 10-20 years
Machinery and equipment........................................ 5-10 years
</TABLE>
Leasehold improvements are amortized over the lesser of the term of the
lease or the estimated useful life of the improvement. Improvements and
replacements are capitalized, while expenditures for maintenance and repairs
are charged to expense as incurred.
(c) RENTAL EQUIPMENT--Rental equipment is manufactured by the Company for resale
and for rent to others on a short-term basis. Rental equipment is amortized
over the estimated useful life of the equipment, six years, on an
accelerated method. The balances as of December 31, 1994 and 1995, are net
of accumulated amortization of $1,161 and $1,438, respectively. Annual
amortization is charged to cost of sales. Rental revenues account for less
than 10% of the Company's net sales.
F-8
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d) INCOME TAXES--Deferred income taxes are determined by applying current
statutory tax rates to the cumulative temporary differences between the
carrying value of assets and liabilities for financial reporting and tax
purposes.
(e) GOODWILL AND INTANGIBLE ASSETS--Goodwill and intangible assets are recorded
at the date of acquisition at their allocated cost. Amortization is provided
over the estimated useful lives of the assets as disclosed below:
<TABLE>
<CAPTION>
ACCUMULATED
AMORTIZATION BALANCE AT
AMORTIZATION ORIGINAL (STRAIGHT-LINE) AT DECEMBER 31,
DESCRIPTION PERIOD-YEARS COST DECEMBER 31, 1995 1995
----------------------------- ----------------- --------- --------------------- --------------
<S> <C> <C> <C> <C>
Goodwill..................... 40 $ 64,207 $ (7,634) $ 56,573
Deferred financing costs..... 3-8 1,287 (250) 1,037
License agreement and
other....................... 1-5 110 (43) 67
Deferred pension costs....... -- 57 -- 57
</TABLE>
The carrying value of goodwill is assessed for recoverability by management
when changes in circumstances indicate that the carrying amount may not be
recoverable, based on an analysis of undiscounted future expected cash flows
from the use and ultimate disposition of the asset.
In March 1995, the Financial Accounting Standards Board issued Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of" ("SFAS 121"). SFAS 121 establishes standards on
accounting for the impairment of long-lived assets, goodwill, intangibles
and assets to be disposed of. The Company is required to adopt SFAS 121 no
later than January 1, 1996. The Company does not believe that the adoption
will have a material impact on its consolidated financial statements.
(f) FOREIGN CURRENCY TRANSLATION ADJUSTMENT--The financial statements and
transactions of Dayton Superior Canada Ltd. and Dur-O-Wal, Ltd. are
maintained in their functional currency (Canadian dollars) and are then
translated into U.S. dollars. The balance sheets are translated at end of
year rates while revenues, expenses and cash flows are translated at
weighted average rates throughout the year. Translation adjustments, which
result from the process of translating Canadian dollar financial statements
to U.S. dollars, are accumulated in a separate component of shareholders'
equity.
(g) NET INCOME (LOSS) PER SHARE--Net income (loss) per share is computed by
dividing net income (loss) available to common shareholders by the weighted
average number of common and common share equivalents outstanding (adjusted
for the stock split discussed in Note 10a) during the year. Common share
equivalents include the number of shares issuable upon the exercise of
outstanding options and warrants to purchase 346,600 Class A Common Shares,
less the shares that could be purchased with the proceeds from the exercise
of the options and warrants, based on an assumed initial public offering
price of $13.50 per share. For the purposes of calculating net income (loss)
per common and common equivalent share, common equivalent shares issued more
than 12 months prior to the initial public offering are excluded in periods
with a net loss available to common shareholders. Common equivalent shares
issued less than 12 months prior to the initial public offering are included
for all periods presented.
F-9
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(h) STATEMENT OF CASH FLOWS--Cash and cash equivalents include all highly liquid
investments with a maturity of three months or less at time of purchase.
Following are additional cash flow disclosures for the years ended December
31, 1993, 1994, and 1995:
<TABLE>
<CAPTION>
1993 1994 1995
--------- --------- ---------
<S> <C> <C> <C>
Cash paid for income taxes................................... $53 $1 $ 1,132
Cash paid for interest....................................... 1,989 16,590 1,763
Accretion of Redeemable Preferred Shares..................... -- 136 192
Issuance of Common Shares and Redeemable Preferred Shares in
exchange for debt........................................... -- 8,414 --
Payable for acquisition of Common Shares..................... -- -- 1,000
</TABLE>
(i) USE OF ESTIMATES--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the balance sheet date and the reported amounts of revenues
and expenses during the year. Actual results could differ from those
estimates. Examples of accounts in which estimates are used include the
reserve for excess and obsolete inventory, the allowance for doubtful
accounts, the accrual for self-insured employee medical claims, the self-
insured product and general liability accrual, the self-insured workers'
compensation accrual, the valuation allowance for deferred tax assets, and
actuarial assumptions used in determining pension benefits.
(3) EXTRAORDINARY GAIN ON FORGIVENESS OF DEBT
During May 1994, the Company consummated an agreement with its lenders to
restructure its debt as a result of being in default on certain financial
covenants and being unable to make payments of principal and interest as they
came due. The following debt instruments and related items were retired:
<TABLE>
<S> <C>
Revolving line of credit.......................................... $7,000
Senior Promissory Note............................................ 35,000
Senior Subordinated Promissory Notes.............................. 20,000
Junior Subordinated Notes Payable................................. 2,680
Unamortized debt discount......................................... (559)
Financing costs................................................... (559)
---------
$ 63,562
---------
</TABLE>
The Company funded the restructuring by issuing the following package of
cash and securities to the former debt holders. The market value of the
Redeemable Preferred Shares was determined by independent appraisal. The new
Senior Promissory Notes were issued to and the revolving line of credit was
established with third parties unrelated to the former debt holders.
<TABLE>
<S> <C>
Cash.............................................................. $ 23,369
863,400 Class B Common Shares, valued at.......................... 1,714
50,000 Redeemable Preferred Shares, valued at market value of..... 5,000
50,000 Zero Coupon Redeemable Preferred Shares (redemption value
$5,000), valued at market value of............................... 1,700
---------
31,783
---------
Gain before related expenses and tax effect....................... $ 31,779
---------
---------
</TABLE>
F-10
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(3) EXTRAORDINARY GAIN ON FORGIVENESS OF DEBT (CONTINUED)
In addition, the Company paid $14,631 of accrued but unpaid interest. The
Company funded the cash portion of the transaction through cash on hand of
$2,970, the issuance of Class A Common Shares to its principal shareholder for
$4,000, the issuance of the Senior Notes due 2002 (which included the warrants
to acquire 346,600 Class A Common Shares at $0.000002 per share and expire in
2002) for $25,000 and the establishment of a $20,000 revolving credit facility
under which it drew $6,030. As a result of the transaction, the Company's debt
was reduced by $33,767 and the Company recognized an extraordinary gain of
$31,354 (net of tax effect of $92).
(4) CREDIT ARRANGEMENTS
Following is a summary of the Company's credit arrangements as of December
31, 1994 and 1995:
(a) REVOLVING LINES OF CREDIT--During October 1995, the Company entered into two
revolving line of credit agreements (the "Credit Facility") totalling
$30,000 through December 1, 1999. The amount available under these
agreements is limited to the sum of (a) 85% of eligible accounts receivable,
(b) the lesser of $10,000 or 60% of eligible inventories, and (c) $5,000. At
December 31, 1995, the Company had $21,832 available under these agreements,
of which $13,280 was outstanding. These agreements replaced a May 1994,
$19,000 revolving line of credit agreement with two banks and a CDN $1,000
revolving line of credit agreement with a Canadian affiliate of one of the
banks.
Borrowings outstanding under these agreements bear interest at prime plus
0.25% (8.75% at December 31, 1995), 30- or 60-day LIBOR plus 2.75% (8.539%
and 8.6133%, respectively, at December 31, 1995) and 8.59% fixed through
October 31, 1996, as selected by the Company. A commitment fee of 0.25% per
annum is payable on the average unused amount.
Average borrowings under these agreements and their predecessors were
$7,000, $4,823, and $3,852 during 1993, 1994 and 1995, respectively, at an
approximate weighted average interest rate of 7.5%, 8.2%, and 10.2%,
respectively. The maximum borrowings outstanding during 1993, 1994, and 1995
were $7,000, $7,000 and $18,400, respectively.
These agreements contain certain restrictive covenants, which require that,
among other things, the Company maintain a minimum tangible net worth and
limit its debt to tangible net worth ratio, capital expenditures and
dividend payments. The Company was in compliance with the covenants as of
December 31, 1995.
F-11
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(4) CREDIT ARRANGEMENTS (CONTINUED)
(b) LONG-TERM DEBT--Following is a summary of the Company's long-term debt as of
December 31, 1994 and 1995:
<TABLE>
<CAPTION>
1994 1995
--------- ---------
<S> <C> <C>
Unsecured Senior Promissory Notes, interest at 11.75% payable
semi-annually, payable in annual installments of $6,250 beginning
December 31, 1999, through December 31, 2002.......................... $ 25,000 $ 25,000
Unamortized debt discount.............................................. (642) (575)
Revolving lines of credit.............................................. 90 13,280
Unsecured Senior Promissory Notes, interest at 11.75% payable
semi-annually, payable in annual installments of $3,750 beginning
October 16, 2000, through October 16, 2003............................ -- 15,000
City of Parsons, Kansas Economic Development Loan, interest at 7.0%
payable quarterly, payable in quarterly installments of $8 through
July 2005, secured by real estate in Parsons.......................... -- 307
--------- ---------
Total long-term debt................................................... 24,448 53,012
Less current portion................................................... -- (32)
--------- ---------
Long-term portion...................................................... $ 24,448 $ 52,980
--------- ---------
--------- ---------
</TABLE>
Scheduled maturities of long-term debt, excluding the effect of unamortized
debt discount, are as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31, AMOUNT
----------------------------------------------------------------------------------- ---------
<S> <C>
1996............................................................................... $32
1997............................................................................... 32
1998............................................................................... 32
1999............................................................................... 19,562
2000............................................................................... 10,032
Thereafter......................................................................... 23,897
---------
$ 53,587
---------
---------
</TABLE>
The fair market value of the Company's fixed-rate long-term debt is
estimated using discounted cash flow analyses based on current incremental
borrowing rates for similar types of borrowing arrangements. The estimated
fair value of the City of Parsons, Kansas Economic Development Loan is
approximately $250. The estimated fair values of the Senior Promissory Notes
and Revolving Line of Credit approximate their face values.
The new Senior Promissory Notes contain certain restrictive covenants, which
require that, among other things, the Company maintain a minimum tangible
net worth, a minimum current ratio, a minimum interest coverage ratio and
limit its debt to equity ratio and its ability to pay dividends on Common
Shares. The new Senior Promissory Notes contain a prepayment premium. The
Company was in compliance with its loan covenants as of December 31, 1995.
F-12
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(5) COMMON AND REDEEMABLE PREFERRED SHARES
(a) REDEEMABLE PREFERRED SHARES--The Class A Redeemable Preferred Shares had a
liquidation preference of $5,000. Dividends accrued at a rate of 12% and
were payable semiannually. The Class B Redeemable Preferred Shares were
recorded at their estimated fair market value ($1,700) on the date of
issuance. The difference between the fair market value and the liquidation
value was being accreted to retained earnings at an effective rate of
approximately 13%. During October 1995, the Company purchased all of its
Redeemable Preferred Shares from the holders at the $10,000 liquidation
value. The difference between the liquidation value and the book value was
charged to retained earnings.
(b) COMMON SHARES--The following Common Share transactions occurred during 1994:
<TABLE>
<S> <C> <C>
- Issuance of 863,400 Class B Common Shares to former debt holder (Note
3)..................................................................... 1,714
- Issuance of warrants to holder of new Senior Promissory Notes to acquire
346,600 Class A Common Shares, net of issuance costs (Note 3).......... 554
- Issuance of 2,000,000 Class A Common Shares to existing Class A
shareholders
for cash............................................................... 4,000
The following Common Share transactions occurred during 1995:
- Redemption of 873,400 Class B Common Shares for $4,394 of cash and a
$1,000 payable due in 1996............................................. (5,394)
- Issuance of 764,500 Class A Common Shares to management, existing
shareholders and two individuals, net of issuance costs................ 2,929
- Issuance of 485,500 Class B Common Shares to holders of Senior
Promissory Notes....................................................... 1,942
</TABLE>
(c) STOCK OPTION PLANS--On May 26, 1994, the Company terminated the existing
stock option plan and canceled all related outstanding options. The Company
then approved a new stock option plan and granted options to certain members
of management to purchase 208,250 Class A Common Shares. The option price is
$1.96 per share, which was fair market value based on third-party
transactions occurring at that time. The options become exercisable upon the
third anniversary of the date the options were granted. Under certain
conditions, including a qualified public offering, options granted to an
optionee will become immediately exercisable. All options expire 10 years
from the date of issuance.
On October 11, 1995, the Company approved a new stock option plan, granting
options to certain members of management to purchase 64,500 Class A Common
Shares. The option price is $4.00 per share, which was fair market value
based on third-party transactions occurring at that time. The options become
exercisable upon the third anniversary of the date the options were granted.
Under certain conditions, including a qualified public offering, options
granted to an optionee will become immediately exercisable. All options
expire 10 years from the date of issuance.
In October 1995, the FASB issued SFAS No. 123 "Accounting for Stock-Based
Compensation," which establishes new accounting and disclosure requirements
for stock-based employee compensation plans. The Company will adopt this
standard in fiscal 1996 by continuing to follow the accounting prescribed by
Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to
Employees" and presenting the required pro forma disclosures. Therefore, the
application of this standard will not have a material impact on the
Company's financial position or results of operations.
F-13
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(5) COMMON AND REDEEMABLE PREFERRED SHARES (CONTINUED)
A summary of changes in options for Class A Common Shares for the years
ended December 31, 1993, 1994, and 1995 is as follows:
<TABLE>
<CAPTION>
NUMBER OF PRICE PER
SHARES SHARE
----------- --------------
<S> <C> <C>
Outstanding at December 31, 1992................................. 1,000 $250.00
Granted.......................................................... 300 250.00
Exercised........................................................ -- --
Canceled......................................................... -- --
----------- --------------
Outstanding at December 31, 1993................................. 1,300 250.00
Granted.......................................................... 208,250 1.96
Exercised........................................................ -- --
Canceled......................................................... (1,300) 250.00
----------- --------------
Outstanding at December 31, 1994................................. 208,250 1.96
Granted.......................................................... 64,500 4.00
Exercised........................................................ -- --
Canceled......................................................... -- --
----------- --------------
Outstanding at December 31, 1995................................. 272,750 $1.96-$4.00
----------- --------------
----------- --------------
Exercisable at:
December 31, 1993.............................................. 350 $250.00
December 31, 1994.............................................. -- --
December 31, 1995.............................................. -- --
</TABLE>
All of the options outstanding would be exercisable upon completion of a
qualified public offering.
(6) BENEFIT PLANS
The Company has pension or profit sharing plans covering substantially all
of its employees. The Company does not provide any other post-employment
benefits.
(a) COMPANY-SPONSORED PENSION PLANS--The pension plans cover virtually all
salaried and hourly employees not covered by multi-employer pension plans
and provide benefits of stated amounts for each year of credited service.
The Company funds such plans at a rate that meets or exceeds the minimum
amounts required by applicable regulations. The plans' assets are primarily
invested in mutual funds comprised primarily of common stock and corporate
and U.S. government obligations. In determining the amounts below, the
Company has used 7% in 1994 and 1995 for its weighted average discount rate
and has used 8% in 1994 and 1995 for its expected rate of return on assets
assumptions.
Effective May 1, 1994, the Company amended the benefit obligation of The
Dayton Superior Corporation Pension Plan for the Parsons union employees so
that these employees do not earn additional benefits for future services.
The Parsons union employees are now covered by a multi-employer pension
plan. Future service will be counted towards vesting of benefits accumulated
based on past service.
This event qualifies as a curtailment of a defined benefit plan.
Accordingly, the unrecognized prior service cost has been recognized and is
included as a curtailment loss of $33. The Company does not intend to
terminate the plan.
F-14
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(6) BENEFIT PLANS (CONTINUED)
The components of pension expense for these plans for the years ended
December 31, 1993, 1994 and 1995 are as follows:
<TABLE>
<CAPTION>
1993 1994 1995
--------- --------- ---------
<S> <C> <C> <C>
Service cost.............................................................. $363 $426 $459
Interest on projected benefit obligation.................................. 301 325 366
Actual return on plan assets.............................................. (266) (49) (1,047)
Net amortization and deferral............................................. (1) (268) 720
Curtailment loss.......................................................... -- 33 --
--------- --------- ---------
Total..................................................................... $397 $467 $498
--------- --------- ---------
--------- --------- ---------
</TABLE>
The Company-sponsored pension plans' funded status as of December 31, 1994
and 1995 are as follows:
<TABLE>
<CAPTION>
1994
-----------------------------------------
ASSETS EXCEED ACCUMULATED
ACCUMULATED BENEFITS
BENEFITS EXCEED ASSETS TOTAL
--------------- ------------- ---------
<S> <C> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation.................................. $ 2,209 $ 1,903 $ 4,112
------- ------------- ---------
------- ------------- ---------
Accumulated benefit obligation............................. $ 2,346 $ 2,142 $ 4,488
------- ------------- ---------
------- ------------- ---------
Projected benefit obligation............................... $ 3,090 $ 2,142 $ 5,232
Plan assets at fair market value............................. 2,506 1,679 4,185
------- ------------- ---------
Projected benefit obligation in excess of plan assets........ 584 463 1,047
Unrecognized net loss........................................ (220) (295) (515)
Prior service cost not yet recognized in net periodic pension
costs....................................................... -- (63) (63)
Adjustment required to recognize minimum liability........... -- 358 358
------- ------------- ---------
Pension liability............................................ $364 $463 $827
------- ------------- ---------
------- ------------- ---------
</TABLE>
F-15
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(6) BENEFIT PLANS (CONTINUED)
<TABLE>
<CAPTION>
1995
-----------------------------------------
ASSETS EXCEED ACCUMULATED
ACCUMULATED BENEFITS
BENEFITS EXCEED ASSETS TOTAL
--------------- ------------- ---------
<S> <C> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation.................................. $ 2,576 $ 2,145 $ 4,721
------- ------------- ---------
------- ------------- ---------
Accumulated benefit obligation............................. $ 2,687 $ 2,244 $ 4,931
------- ------------- ---------
------- ------------- ---------
Projected benefit obligation............................... $ 3,688 $ 2,244 $ 5,932
Plan assets at fair market value............................. 3,211 2,050 5,261
------- ------------- ---------
Projected benefit obligation in excess of plan assets........ 477 194 671
Unrecognized net loss........................................ 130 (48) 82
Prior service cost not yet recognized in net periodic pension
costs....................................................... -- (57) (57)
Adjustment required to recognize minimum liability........... -- 108 108
------- ------------- ---------
Pension liability............................................ $607 $197 $804
------- ------------- ---------
------- ------------- ---------
</TABLE>
As of December 31, 1994 and 1995, the minimum liability is reflected as
intangible assets of $63 and $57, respectively, and a reduction of shareholders'
equity of $295 and $50, respectively.
(b) MULTI-EMPLOYER PENSION PLANS--Approximately 14% of the Company's employees
are currently covered by collectively bargained, multi-employer pension
plans. Contributions are determined in accordance with the provisions of
negotiated union contracts and generally are based on the number of hours
worked. The Company does not have the information available to determine its
share of the accumulated plan benefits or net assets available for benefits
under the multi-employer pension plans. The aggregate amount charged to
expense under these plans was $23, $61, and $77 for the years ended December
31, 1993, 1994 and 1995, respectively.
(c) 401(K) SAVINGS PLAN--Virtually all employees are eligible to participate in
Company sponsored 401(k) savings plans. Company matching contributions vary
from 0% to 50% (on the first 2%) according to terms of the individual plans
and collective bargaining agreements. The aggregate amount charged to
expense under these plans was $172, $218, and $242 for the years ended
December 31, 1993, 1994, and 1995, respectively.
(7) INCOME TAXES
The following is a summary of the components of the Company's income tax
provision (benefit) for the years ended December 31, 1993, 1994, and 1995:
<TABLE>
<CAPTION>
1993 1994 1995
--------- ----- ---------
<S> <C> <C> <C>
Currently payable (receivable):
Federal....................................................................... $ (41) $ 30 $789
State and local............................................................... (48) 65 21
Deferred........................................................................ -- -- (120)
--- --- ---------
Total provision (benefit)....................................................... $ (89) $ 95 $690
--- --- ---------
--- --- ---------
</TABLE>
F-16
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(7) INCOME TAXES (CONTINUED)
The effective income tax rate differs from the statutory federal income tax
rate for the years ended December 31, 1993, 1994, and 1995 for the following
reasons:
<TABLE>
<CAPTION>
1993 1994 1995
----------- ----------- -----------
<S> <C> <C> <C>
Statutory income tax rate............................................. 34.0% 34.0% 34.0%
State income taxes (net of federal tax benefit)....................... (0.3) (7.2) 0.3
Unrecognized benefit of losses........................................ (25.8) (7.2) --
Reduction in valuation allowance...................................... -- 42.6 (29.5)
Nondeductible goodwill amortization................................... (6.7) (78.4) 10.4
Incremental Canadian income tax rate.................................. 0.3 -- --
Other, net............................................................ -- -- 0.5
----- ----- -----
Effective income tax rate............................................. 1.5% (16.2)% 15.7%
----- ----- -----
----- ----- -----
</TABLE>
The components of the Company's future income tax benefits and deferred tax
liabilities as of December 31, 1994 and 1995 are as follows:
<TABLE>
<CAPTION>
1994 1995
--------- ---------
<S> <C> <C>
Current deferred taxes:
Net operating loss carryforwards................................................ $1,860 $--
Inventory reserves.............................................................. (847) (868)
Allowance for doubtful accounts................................................. 285 267
Alternative minimum tax credit carryforwards.................................... 95 563
Accrued liabilities............................................................. 1,063 1,465
Other........................................................................... 4 (34)
Valuation allowance............................................................. (1,297) --
--------- ---------
Total......................................................................... 1,163 1,393
--------- ---------
Long-term deferred taxes:
Accelerated depreciation........................................................ (1,323) (3,509)
Other long-term liabilities..................................................... 306 865
Other........................................................................... (146) (137)
--------- ---------
Total......................................................................... (1,163) (2,781)
--------- ---------
Net deferred taxes............................................................ $-- $ (1,388)
--------- ---------
--------- ---------
</TABLE>
As of December 31, 1994, the Company had recorded a valuation allowance on
the net deferred tax asset as realization of this asset was uncertain. During
1995, the Company eliminated its valuation allowance due to the utilization of
its net operating loss carryforwards.
F-17
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(8) COMMITMENTS AND CONTINGENCIES
(a) OPERATING LEASES--Rental expense for property, plant and equipment
(principally office and warehouse facilities and office equipment) was $990,
$1,163 and $1,288 for the years ended December 31, 1993, 1994, and 1995,
respectively. Terms generally range from one to ten years and some contain
renewal options. The approximate aggregate minimum annual rental commitments
under non-cancelable operating leases are as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31, AMOUNT
------------------------------------------------------------------------------------ ---------
<S> <C>
1996................................................................................ $ 1,510
1997................................................................................ 1,308
1998................................................................................ 947
1999................................................................................ 653
2000................................................................................ 270
---------
$ 4,688
---------
---------
</TABLE>
(b) LITIGATION--The Company is a defendant in various legal proceedings arising
out of the conduct of its business. While the ultimate outcome of these
lawsuits cannot be determined at this time, management is of the opinion
that any liability, notwithstanding recoveries from insurance, would not
have a material adverse effect on the Company's consolidated financial
position, results of operations or cash flows.
(c) SELF-INSURANCE--The Company is self-insured for certain of its group
medical, workers' compensation and product and general liability claims. The
Company has stop loss insurance coverage at various per occurrence and per
annum levels depending on type of claim. The Company consults with third
party administrators to estimate the reserves required for these claims. No
material revisions were made to the estimates for the years ended December
31, 1993, 1994 and 1995.The estimated range of losses for possible
self-insurance losses as of December 31, 1995 is $1,000 to $2,500, and the
Company has reserved $2,021.
(9) RELATED PARTY TRANSACTIONS
During 1995, the Company paid Ripplewood a management fee of $30. The
Company will pay Ripplewood a fee of $600 at the time the initial public
offering is completed for additional services provided in connection with the
offering and related transactions. See Note 10(b). In addition, the Company
reimburses Ripplewood for the allocable costs of certain insurance policies
purchased by Ripplewood which cover both the Company and Ripplewood.
Approximately $175 of such costs were allocated to the Company for the period
October 13, 1995 through October 13, 1996.
The Company paid a director/shareholder a management fee of $156 in 1993 and
$25 in each of 1994 and 1995.
The Company paid Onex a management fee of $94, $225, and $195 in 1993, 1994
and 1995, respectively. In addition, in October 1995, the Company paid Onex a
fee of $400 for financial advisory services in connection with the acquisition
of Dur-O-Wal, Inc. and related financing transactions.
(10) SUBSEQUENT EVENTS
(a) STOCK SPLIT--On , 1996, the Company authorized a 50-for-1 stock
split for Class A and B Common Shares. All references in the financial
statements to number of shares or share prices have been restated to reflect
the split. Immediately prior to the consummation of the Offering,
F-18
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(10) SUBSEQUENT EVENTS (CONTINUED)
1,486,550 Class A Common Shares held by Ripplewood as of December 31, 1995
and the 36,000 Class A Common Shares acquired by Ripplewood on April 4, 1996
will be converted to 1,522,550 Class B Common Shares. Class B Common Shares
have 10 votes per share.
(b) PUBLIC OFFERING OF COMPANY SHARES--On March 29, 1996, the Company filed a
Registration Statement with respect to Class A Common Shares with a proposed
maximum aggregate offering price of $63,825,000. Reference is made to the
"Risk Factors" section of the Registration Statement for further discussion.
The proceeds from the sale of the Company's shares will be used to repay the
Unsecured Senior Promissory Notes described in Note 4, totalling $40,000,
plus a prepayment premium of $2,400 negotiated by the Company. If the
offering had occurred on January 1, 1995, net income for the year ended
December 31, 1995, would have been $5,412 and earnings per share would have
been $0.33.
All stock options described in Note 5 and the warrants described in Note 3
become immediately exercisable upon the closing of the offering. There is no
effect on the accounting treatment of the stock options and warrants as a
result of the accelerated exercisability because there has been no change to
the provisions of the stock options and warrants. There has been no change
to the number of shares or price per share, and the accelerated
exercisability feature existed on the date of grant.
(c) ACQUISITION--On April 29, 1996, the Company acquired certain of the assets
and assumed certain of the liabilities of a privately held concrete paving
products manufacturer based in Kankakee, Illinois for cash. The purchase
price, including acquisition costs, is estimated to be approximately $5,000
and is subject to post-closing adjustments.
(d) AMENDMENT TO CREDIT ARRANGEMENTS--The Company has an agreement in principle
with Bank One, Dayton NA and Bank of America Illinois (collectively, the
"Banks") to amend the Credit Facility (as so amended, the Amended Credit
Facility) concurrent with, and conditional upon, consummation of the
offering and will pay a commitment fee of $170 to the Banks in connection
therewith. The Amended Credit Facility will provide for (i) a Term Loan and
(ii) a Revolving Credit Facility. Amounts available under the Revolving
Credit Facility will be equal to the lesser of (i) $36,500 or (ii) the sum
of (x) 85% of eligible accounts receivable, (y) 60% of eligible inventories
and (z) an amount equal to $10,000 upon closing of the offering, decreasing
in steps to zero on September 30, 1997. At March 29, 1996, if the Revolving
Credit Facility had been in place, $29,700 would have been available
thereunder, of which $17,100 of borrowings would have been outstanding. The
Revolving Credit Facility will terminate in four years, with interest
options based on (a) Bank One, Dayton NA's prime rate or (b) LIBOR plus an
amount between 1.00% and 2.25% (LIBOR plus 1.50% if the Amended Credit
Facility had been in place at March 29, 1996) depending on the level of
certain financial ratios. A commitment fee of between 0.125% and 0.375% per
annum will be payable on the average unused amount depending on the level of
certain financial ratios. If the Amended Credit Facility had been in place
at March 29, 1996, the commitment fee would have been 0.25% per annum. The
principal amount of the Term Loan will be the lesser of $13,500 or 70% of
the appraised value of the Company's fixed assets. An appraisal is currently
being conducted. If the appraised value of the Company's fixed assets were
equal to the depreciated book value of such assets at March 29, 1996, the
amount of the Term Loan would be $12,200. The Term Loan will be due in full
four years from its date of issuance with mandatory quarterly principal
payments of $844 plus interest. The Term Loan will permit the Company to
choose from various interest rate options.
F-19
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND MARCH 29, 1996
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
1995
--------------
MARCH 29,
1996
------------
(UNAUDITED)
(AMOUNTS IN THOUSANDS,
EXCEPT SHARE AMOUNTS)
<S> <C> <C>
CURRENT ASSETS:
Cash.............................................................................. $643 $103
Accounts receivable, net of allowance for
doubtful accounts of $708 and $720............................................... 11,724 13,221
Inventories (Note 2).............................................................. 12,392 14,664
Rental equipment, net............................................................. 1,235 1,541
Prepaid expenses.................................................................. 474 751
Prepaid income taxes.............................................................. 436 427
Future income tax benefits........................................................ 1,393 1,393
-------------- ------------
Total current assets............................................................ 28,297 32,100
-------------- ------------
PROPERTY, PLANT AND EQUIPMENT (Note 3): 27,560 28,205
Less accumulated depreciation..................................................... (10,000 ) (10,798 )
-------------- ------------
Net property, plant and equipment............................................. 17,560 17,407
-------------- ------------
GOODWILL AND INTANGIBLE ASSETS,
net of accumulated amortization.................................................... 57,734 57,276
OTHER ASSETS........................................................................ 269 269
-------------- ------------
Total assets.................................................................... $ 103,860 $ 107,052
-------------- ------------
-------------- ------------
</TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<S> <C> <C>
CURRENT LIABILITIES:
Current portion of long-term debt........................................ $32 $32
Accounts payable......................................................... 8,043 9,796
Accrued liabilities...................................................... 7,876 6,096
Accrued interest......................................................... 2,063 1,845
------------ -----------
Total current liabilities.............................................. 18,014 17,769
LONG-TERM DEBT ............................................................ 52,980 56,777
DEFERRED INCOME TAXES...................................................... 2,781 2,729
OTHER LONG-TERM LIABILITIES................................................ 2,600 2,693
------------ -----------
Total liabilities...................................................... 76,375 79,968
------------ -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Class A Common Shares.................................................... 17,483 17,483
Class B Common Shares.................................................... 1,942 1,942
Cumulative foreign currency translation adjustment....................... (139 ) (139 )
Excess pension liability................................................. (50 ) (50 )
Retained earnings........................................................ 8,330 7,929
Treasury shares, Class A Common, at cost................................. (81 ) (81 )
------------ -----------
Total shareholders' equity............................................. 27,485 27,084
------------ -----------
Total liabilities and shareholders' equity........................... $ 103,860 $ 107,052
------------ -----------
------------ -----------
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these consolidated balance sheets.
F-20
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE FISCAL MONTHS ENDED MARCH 31, 1995 AND MARCH 29, 1996
<TABLE>
<CAPTION>
MARCH 31, MARCH 29,
1995 1996
------------ ------------
(UNAUDITED) (UNAUDITED)
(AMOUNTS IN THOUSANDS,
EXCEPT SHARE AND PER
SHARE AMOUNTS)
<S> <C> <C>
NET SALES............................................................................. $17,977 $23,615
COST OF SALES......................................................................... 12,555 16,146
------------ ------------
Gross profit........................................................................ 5,422 7,469
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.......................................... 4,664 6,035
------------ ------------
Income from operations.............................................................. 758 1,434
OTHER EXPENSES:
Interest expense, net............................................................... 909 1,585
Other, net.......................................................................... -- 8
------------ ------------
Income (loss) before income taxes................................................... (151 ) (159 )
PROVISION FOR INCOME TAXES............................................................ -- 242
------------ ------------
Net loss............................................................................ (151 ) (401 )
Dividends on Redeemable Preferred Shares.............................................. (150 ) --
Accretion on Redeemable Preferred Shares.............................................. (62 ) --
------------ ------------
Net loss available to common shareholders............................................. $(363 ) $(401 )
------------ ------------
------------ ------------
Net loss per share.................................................................... $(0.12 ) $(0.12 )
------------ ------------
------------ ------------
Weighted average common and common equivalent shares outstanding...................... 2,956,789 3,333,389
------------ ------------
------------ ------------
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
F-21
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE FISCAL MONTHS ENDED MARCH 31, 1995 AND MARCH 29, 1996
<TABLE>
<CAPTION>
1995 1996
------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
(AMOUNTS)IN THOUSANDS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................................................................ $ (151) $ (401)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation...................................................................... 579 908
Amortization of goodwill and intangibles.......................................... 349 406
Deferred income taxes............................................................. -- (52)
Amortization of debt discount and deferred financing costs........................ 73 70
Loss (gain) on sales of assets.................................................... (2) (2)
Change in assets and liabilities:
Accounts receivable............................................................... (1,428) (1,497)
Inventories....................................................................... (2,578) (2,666)
Prepaid income taxes.............................................................. (217) 9
Accounts payable.................................................................. 1,269 1,753
Accrued liabilities............................................................... 60 (1,998)
Other, net........................................................................ (87) (182)
------------ ------------
Net cash used in operating activities........................................... (2,133) (3,652)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment additions............................................. (505) (667)
Proceeds from sales of assets....................................................... 2 2
------------ ------------
Net cash used in investing activities........................................... (503) (665)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt, net..................................................... 2,170 3,777
------------ ------------
Net cash provided by financing activities....................................... 2,170 3,777
------------ ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH............................................... 2 --
------------ ------------
Net increase (decrease) in cash................................................. (464) (540)
CASH, beginning of period............................................................. 464 643
------------ ------------
CASH, end of period................................................................... $ -- $ 103
------------ ------------
------------ ------------
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for income taxes.......................................................... $ 216 $ 248
Cash paid for interest.............................................................. 22 1,783
SUPPLEMENTAL NONCASH DISCLOSURES:
Accretion of preferred stock........................................................ 62 --
Accrual of preferred stock dividends................................................ 150 --
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
F-22
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND MARCH 29, 1996
(UNAUDITED)
(1) CONSOLIDATED FINANCIAL STATEMENTS
The interim consolidated financial statements included herein have been
prepared by the Company, without audit, and include, in the opinion of
management, all adjustments necessary to state fairly the information set forth
therein. Any such adjustments were of a normal recurring nature. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted, although the Company believes that the disclosures are adequate to make
the information presented not misleading. It is suggested that these unaudited
consolidated financial statements be read in conjunction with the consolidated
financial statements and the notes thereto included in the Company's annual
financial statements for the year ended December 31, 1995.
(2) ACCOUNTING POLICIES
The interim consolidated financial statements have been prepared in
accordance with the accounting policies described in the notes to the Company's
consolidated financial statements for the year ended December 31, 1995. While
management believes that the procedures followed in the preparation of interim
financial information are reasonable, the accuracy of some estimated amounts is
dependent upon facts that will exist or calculations that will be accomplished
at year end. Examples of such estimates include changes in the LIFO reserve
(based upon the Company's best estimate of inflation to date) and management
bonuses. Any adjustments pursuant to such estimates during the fiscal quarter
were of a normal recurring nature.
(a) FISCAL QUARTER--The Company's fiscal quarters are defined as the periods
ending on the last Friday in March, June or September.
(b) INVENTORIES--Substantially all finished products and raw materials are
stated at the lower of last in, first out (LIFO) cost or market (which
approximates current cost). Following is a summary of the components of
inventories as of March 29, 1996:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 29,
1995 1996
-------------- -----------
<S> <C> <C>
Raw materials..................................................... $ 2,562 $ 2,996
Finished goods.................................................... 9,830 11,668
-------------- -----------
12,392 14,664
LIFO reserve...................................................... -- --
-------------- -----------
$ 12,392 $ 14,664
-------------- -----------
-------------- -----------
</TABLE>
(c) GOODWILL AND INTANGIBLE ASSETS--In March 1995, the Financial Accounting
Standards Board issued Statement No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS
121"). SFAS 121 establishes standards on accounting for the impairment of
long-lived assets, goodwill, intangibles and assets to be disposed of.
The Company adopted SFAS 121 on January 1, 1996. There was no effect on
the consolidated financial statements as a result of the adoption of SFAS
121.
(3) REVOLVING LINES OF CREDIT
Borrowings outstanding bear interest at between 8.00% and 8.59% as selected
by the Company. A commitment fee of 0.25% per annum is payable on the average
unused amount.
Average borrowings under the agreements were $14,959 and $1,127 during the
three fiscal months ended March 29, 1996 and March 31, 1995, respectively, at an
approximate weighted average interest rate of 8.8% and 13.3%, respectively. The
maximum borrowings outstanding during the three fiscal months ended March 29,
1996 and March 31, 1995, was $17,240 and $2,590, respectively.
F-23
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
and Stockholders of
Dur-O-Wal, Inc.
We have audited the accompanying consolidated statements of operations and
cash flows of DUR-O-WAL, INC. AND SUBSIDIARY for the year ended December 31,
1994. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated results of operations
and cash flows of Dur-O-Wal, Inc. and subsidiary for the year ended December 31,
1994 in conformity with generally accepted accounting principles.
As discussed in Note 1(c) to the financial statements, the Company changed
its method of accounting for certain inventories in 1994.
ALTSCHULER, MELVOIN AND GLASSER LLP
Chicago, Illinois
April 21, 1995
F-24
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors
DUR-O-WAL, Inc.
We have audited the accompanying consolidated statements of operations and
cash flows of Dur-O-Wal, Inc. and Subsidiary for the years ended December 31,
1992 and 1993. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated results of operations and cash flows
of Dur-O-Wal, Inc. and Subsidiary for the years ended December 31, 1992 and 1993
in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
April 20, 1994
F-25
DUR-O-WAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1992, 1993 AND 1994
<TABLE>
<CAPTION>
1992 1993 1994
--------- --------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Net sales...................................................................... $ 21,469 $ 22,149 $ 25,512
Cost of goods sold............................................................. 14,812 15,385 16,934
Depreciation and amortization.................................................. 832 413 287
--------- --------- ---------
Gross profit................................................................... 5,825 6,351 8,291
Selling, general and administrative expenses................................... 4,280 4,343 5,208
Depreciation and amortization.................................................. 792 290 300
--------- --------- ---------
Income from operations......................................................... 753 1,718 2,783
Other expenses:
Interest..................................................................... 838 726 456
Miscellaneous, net........................................................... 136 297 157
--------- --------- ---------
Income (loss) before income tax provision...................................... (221) 695 2,170
Income tax provision........................................................... 55 64 855
--------- --------- ---------
Net income (loss).............................................................. $ (276) $ 631 $ 1,315
--------- --------- ---------
--------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these statements.
F-26
DUR-O-WAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1992, 1993 AND 1994
<TABLE>
<CAPTION>
1992 1993 1994
--------- --------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)............................................................. $(276) $631 $1,315
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Depreciation of property, plant and equipment............................... 874 443 317
Amortization of goodwill and other assets................................... 750 260 271
Provision (benefit) for deferred income taxes............................... (11) -- 243
Provision for doubtful accounts receivable.................................. 60 26 50
Provision for loss on inventories........................................... -- 125 (9)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable................................ 58 (396) (633)
(Increase) decrease in inventories........................................ (137) 749 (792)
(Increase) decrease in other current assets............................... 63 (22) 87
Increase in other assets.................................................. -- -- (130)
Increase (decrease) in accounts payable................................... 312 (79) 950
Increase (decrease) in accrued expenses................................... (288) 128 315
Decrease in other liabilities............................................. -- -- (76)
--------- --------- ---------
Net cash provided by operating activities..................................... 1,405 1,865 1,908
--------- --------- ---------
Cash flows from investing activities:
Capital expenditures.......................................................... (251) (161) (173)
--------- --------- ---------
Cash flows from financing activities:
Borrowings under loan agreements.............................................. 5,594 7,668 --
Repayments under loan agreements.............................................. (6,080) -- (4,000)
Repayment of working capital revolver......................................... -- (8,980) (583)
Refinancing proceeds from new term loan....................................... -- -- 4,500
Refinancing proceeds from new working capital revolver........................ -- -- 83
Payments under new term loan.................................................. -- -- (1,367)
Borrowings under new working capital revolver................................. -- -- 9,524
Payments under new working capital revolver................................... -- -- (9,608)
Payments under debt issued in conjunction with acquisition.................... (427) (428) (468)
Common stock purchase......................................................... -- (15) --
Proceeds from issuance of common stock........................................ -- -- 5
Increase (decrease) in checks issued in excess of funds on deposit............ (273) 38 170
--------- --------- ---------
Net cash used in financing activities......................................... (1,186) (1,717) (1,744)
--------- --------- ---------
Net effects of exchange rate changes on cash.................................... 44 18 (6)
--------- --------- ---------
Net increase (decrease) in cash................................................. 12 5 (15)
Cash, beginning of year......................................................... 10 22 27
--------- --------- ---------
Cash, end of year............................................................... $22 $27 $12
--------- --------- ---------
--------- --------- ---------
Supplemental disclosures of cash flows information:
Cash paid during the year for:
Interest.................................................................. $846 $739 $505
Income taxes.............................................................. 78 100 468
</TABLE>
The accompanying notes are an integral part of these statements.
F-27
DUR-O-WAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1992, 1993 AND 1994
(AMOUNTS IN THOUSANDS)
(1) NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) NATURE OF ACTIVITIES--Dur-O-Wal, Inc. and its wholly-owned subsidiary,
Dur-O-Wal Limited (together referred to as "the Company"), are engaged in
the manufacture of masonry wall reinforcement products, sold principally
to masonry block manufacturers and wholesalers of masonry materials
throughout the United States and Canada. Operations are conducted from
company owned premises in Aurora, Illinois and Baltimore, Maryland and
leased facilities in Ontario, Canada and other various leased facilities
throughout the United States. The Company grants uncollateralized credit
to approximately 1,500 customers, none of which accounts for more than 4%
of net sales.
(b) PRINCIPLES OF CONSOLIDATION--The consolidated financial statements
include the accounts of Dur-O-Wal, Inc. and its wholly-owned subsidiary.
All significant intercompany accounts and transactions have been
eliminated.
(c) COST OF GOODS SOLD--Cost of goods sold in the United States is recorded
on the last-in, first-out (LIFO) method. Effective January 1, 1994, the
Company changed its method of accounting for purchased finished goods
from the first-in, first-out (FIFO) method to the LIFO method. The
Company believes that the use of the LIFO method better matches current
costs with current revenues. There was no cumulative effect for this
accounting change. The effect of this change decreased 1994 net income by
approximately $61. Foreign cost of goods sold is recorded on the FIFO
method.
(d) DEPRECIATION AND AMORTIZATION--Property, plant and equipment are
depreciated or amortized over their estimated useful lives using the
straight-line method. Upon asset retirement or other disposition, cost
and related accumulated depreciation are removed from the accounts, and
any gain or loss is included in the consolidated statements of
operations. Significant renewals and betterments are capitalized.
Expenditures for maintenance and repairs are charged to operations.
(e) AMORTIZATION OF GOODWILL AND OTHER ASSETS--Goodwill represents the
excess of purchase price paid over the fair market value of assets
acquired and is amortized on a straight-line basis over twenty years.
Other assets, which consist primarily of capitalized loan fees and
noncompete agreements, are stated at their fair values at the date of
acquisition and are amortized on a straight-line basis over the term of
the related loans and agreements of five and six years.
(f) INCOME TAX PROVISION--Income tax expense is the total of taxes
currently payable for the period and the change during the period in
deferred tax assets and liabilities. The Company uses the liability
method of accounting for income taxes, under which deferred tax assets
and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities using the tax
rates in effect when such differences are expected to reverse. Valuation
allowances are established, when necessary, to reduce deferred tax assets
to the amount expected to be realized.
(g) FOREIGN CURRENCY TRANSLATION--The financial statements of the Company's
operations located outside the United States are translated into United
States dollars in accordance with SFAS No. 52, "Foreign Currency
Translation." Profit and loss accounts are translated at the average
monthly exchange rate prevailing during the year.
F-28
DUR-O-WAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1992, 1993 AND 1994
(AMOUNTS IN THOUSANDS)
(2) TERM AND WORKING CAPITAL REVOLVING DEBT
On January 14, 1994, the Company refinanced its term loan and working
capital revolver with another lender. The proceeds of the refinancing were used,
in part, to pay certain obligations under noncompete/consulting agreements and
to retire outstanding bank debt. The agreement provides revolving credit of up
to $3,000 (limited to the lesser of $3,000 or the borrowing base, computed as a
percentage of eligible inventory and accounts receivable) and a term loan of
$4,500. While the agreement matures January 14, 1997, the Company can request
and the lender can grant additional one-year extensions (the effect of which
extension would be to continue the agreement for an additional three years),
commencing April 30, 1995, 1996 and 1997. Interest on the term loan and revolver
is payable monthly and through December 31, 1994 is computed at 1.50% and 1.25%
above the lender's current corporate prime rate, respectively (prime rate was
8.50% at December 31, 1994). For the period January 1, 1995 through March 31,
1995, interest on the term loan and revolver was 1.25% and 1% above the lender's
current corporate prime rate. Effective April 1, 1995, the agreement was amended
to adjust interest on the term loan and the revolver to 1% and 0.5% above the
lender's current corporate prime rate. The agreement includes covenants which,
among other things, require the Company to maintain various financial ratios
concerning collateral obligations, net worth, and debt service. Additionally,
the agreement requires the Company to meet or exceed specific pre-tax earnings
thresholds and limits the Company's total amount of annual capital expenditures.
Under the agreement, the Company is also prohibited from incurring additional
borrowings. The term loan and the revolver borrowings under the Secured Credit
Agreement (the agreement) are collateralized by substantially all the assets of
the Company.
Interest expense on the above borrowings totaled approximately $697, $594,
and $435 for the years ended December 31, 1992, 1993 and 1994, respectively.
(3) INCOME TAXES
The Company adopted SFAS No. 109, "Accounting for Income Taxes," effective
January 1, 1993. The adoption of this standard did not have a material effect on
the Company's financial statements. As permitted under SFAS No. 109, prior
years' financial statements were not restated.
The income tax provision (benefit) for the years ended December 31, 1992,
1993 and 1994 consisted of:
<TABLE>
<CAPTION>
1992 1993 1994
----- ----- ---------
<S> <C> <C> <C>
Current:
Federal.................................................................................. $ -- $ -- $ 476
State.................................................................................... -- -- 109
Foreign.................................................................................. 66 64 27
--- --- ---------
66 64 612
Deferred................................................................................... (11) -- 243
--- --- ---------
$55 $64 $855
--- --- ---------
--- --- ---------
</TABLE>
For 1994, the difference between the statutory federal tax rate of 34% and
the effective tax rate of 39.4%, related primarily to state and foreign income
taxes. For 1993, the difference between the statutory federal tax rate of 34%
and the effective tax rate of 9.3% related primarily to the utilization of net
operating loss carryforwards. For 1992, the difference between the statutory
federal rate of 34% and the effective tax rate of (24.9%) related primarily to
there being no benefit from the net operating losses and taxes payable on income
of the foreign subsidiary.
F-29
DUR-O-WAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1992, 1993 AND 1994
(AMOUNTS IN THOUSANDS)
(3) INCOME TAXES (CONTINUED)
The valuation allowance decreased by $251 during the year ended December 31,
1994.
(4) COMPENSATION AGREEMENTS
The Company's deferred compensation agreement with its President permits the
President to defer a portion of his salary for payment in the future plus
accrued interest. Expense under this plan was $5 for each of the years ended
December 31, 1992, 1993 and 1994. The Company's deferred compensation agreement
with its subsidiary's General Manager resulted in the grant of "phantom stock"
shares whereby the value of the shares was modified each year for a guaranteed
yearly increase as specified by the agreement, plus an increase if certain
performance goals were achieved for the year. This plan was discontinued in 1993
with payments of the deferred balance to be paid beginning in 1995. Expense
under this plan was $10 and $71 for the years ended December 31, 1992 and 1993,
respectively.
The Company's supplemental compensation agreement with its President is
funded with life insurance and provides compensation benefits upon death or
retirement to the extent of the cash value of such insurance policy. The Company
has agreed to fund the premiums under the policy and charges the premiums to
expense when paid. The Company has funded four annual premium payments and
borrowed against the cash value of the policy to fund five annual premiums to
date. During 1994, $29 was charged to expense relating to the payment of
interest on policy loans.
The Company's Subscription Stock Purchase and Stock Appreciation Rights
Agreements with certain executives provides for the annual purchase of a defined
number of common shares at an amount determined by a formula. In addition, in
lieu of exercising their stock options, participants may elect to receive stock
appreciation rights ("SAR's") on a share-for-share basis. Upon sale of the
Company, holders of the SAR's will receive, on a per share basis, the difference
between their cost per share and the sale price per share. The SAR's expire on
the earlier of the sale of the Company, termination of employment, or December
31, 1998. At December 31, 1994, 422.2 SAR's were outstanding at per share
amounts ranging from $389 to $463. No accruals have been provided for the SAR's
as management believes there has been no increase in value.
5) OPERATING LEASES
The Company conducts a portion of its operations in leased facilities under
noncancellable operating leases expiring at various dates through 1999. In
addition, the Company leases certain equipment, principally automobiles and
trucks, which are used in its operations. Most leases contain options which
allow the Company to renew the leases at the fair market rental value. The
Company also leases certain office equipment under short-term agreements.
Rental expense under all operating leases was $434, $450 and $462 for the
years ended December 31, 1992, 1993 and 1994, respectively.
6) SUBSEQUENT EVENT -- UNAUDITED
On October 16, 1995, the shareholders of the Company sold the stock of the
Company to Dayton Superior Corporation for $21,875 in cash.
F-30
DUR-O-WAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE PERIODS JANUARY 1 THROUGH OCTOBER 15, 1994 AND 1995
<TABLE>
<CAPTION>
1994 1995
------------ ------------
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
Net sales.......................................................................... $ 18,998 $ 20,893
Cost of goods sold................................................................. 13,717 15,080
Depreciation and amortization...................................................... 222 238
------------ ------------
Gross profit..................................................................... 5,059 5,575
Selling, general and administrative expenses....................................... 2,788 3,348
Depreciation and amortization...................................................... 201 203
------------ ------------
Income from operations........................................................... 2,070 2,024
Other expenses:
Interest......................................................................... 366 449
Miscellaneous, net............................................................... 125 24
------------ ------------
Income before income tax provision............................................... 1,579 1,551
Income tax provision............................................................... 556 674
------------ ------------
Net income....................................................................... $ 1,023 $ 877
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of these statements.
F-31
DUR-O-WAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIODS JANUARY 1 THROUGH OCTOBER 15, 1994 AND 1995
<TABLE>
<CAPTION>
1994 1995
------------ -------------
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income....................................................................... $ 1,023 $ 877
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment.................................. 251 260
Amortization of goodwill....................................................... 172 181
Amortization of deferred financing costs....................................... 31 83
Provision (benefit) for deferred income taxes.................................. 4 (35)
Changes in operating assets and liabilities:
Accounts receivable............................................................ (778) (20)
Inventories.................................................................... (60) 474
Prepaid income taxes........................................................... -- (137)
Accounts payable and checks issued in excess of funds on deposit............... 329 (750)
Accrued expenses............................................................... 108 (410)
Other long-term liabilities.................................................... (93) 348
Other, net..................................................................... 84 23
------------ ------
Net cash provided by operating activities.................................... 1,071 894
------------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures............................................................. (68) (436)
------------ ------
Net cash used in investing activities........................................ (68) (436)
------------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments under loan agreement.................................................. (655) (527)
Proceeds from issuance of common stock........................................... 5 65
------------ ------
Net cash used in financing activities........................................ (650) (462)
------------ ------
NET EFFECTS OF EXCHANGE RATE CHANGES ON CASH....................................... 11 5
------------ ------
Net increase in cash......................................................... 364 1
CASH, beginning of period.......................................................... 27 12
------------ ------
CASH, end of period................................................................ $ 391 $ 13
------------ ------
------------ ------
Supplemental disclosures of cash flows information:
Cash paid during the period for:
Interest....................................................................... $ 335 $ 324
Income taxes................................................................... 299 1,016
</TABLE>
The accompanying notes are an integral part of these statements.
F-32
DUR-O-WAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED STATEMENTS
OCTOBER 15, 1994 AND 1995
(1) CONSOLIDATED FINANCIAL STATEMENTS
The interim consolidated financial statements included herein have been
prepared by the Company, without audit, and include, in the opinion of
management, all adjustments necessary to state fairly the information set forth
therein. Any such adjustments were of a normal recurring nature. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted, although the Company believes that the disclosures are adequate to make
the information presented not misleading. It is suggested that these unaudited
consolidated financial statements be read in conjunction with the consolidated
financial statements and the notes thereto included in the Company's audited
consolidated financial statements for the year ended December 31, 1994.
(2) ACCOUNTING POLICIES
The interim consolidated financial statements have been prepared in
accordance with the accounting policies described in the notes to the Company's
consolidated financial statements for the year ended December 31, 1994
consolidated financial statements. While management believes that the procedures
followed in the preparation of interim financial information are reasonable, the
accuracy of some estimated amounts is dependent upon facts that will exist or
calculations that will be accomplished at fiscal year end. Examples of such
estimates include changes in the LIFO reserve (based upon the Company's best
estimate of inflation to date) and management bonuses. Any adjustments pursuant
to such estimates during the quarter were of a normal recurring nature.
F-33
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, ANY SELLING SHAREHOLDER OR ANY UNDERWRITER. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATES AS OF WHICH INFORMATION IS GIVEN IN THIS
PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO
SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Prospectus Summary............................. 3
Risk Factors................................... 10
Use of Proceeds................................ 14
Dividend Policy................................ 14
Capitalization................................. 15
Dilution....................................... 16
Selected Financial Data........................ 17
Pro Forma Combined Financial Information....... 19
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 21
Business....................................... 29
Management..................................... 42
Certain Relationships and Related Party
Transactions.................................. 48
Principal and Selling Shareholders............. 50
Description of Capital Shares.................. 53
Shares Eligible for Future Sale................ 56
Description of Certain Indebtedness............ 57
Underwriting................................... 58
Legal Matters.................................. 59
Experts........................................ 60
Available Information.......................... 60
Index to Financial Statements.................. F-1
</TABLE>
------------------------
UNTIL , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE CLASS A COMMON SHARES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
3,700,000 SHARES
DAYTON SUPERIOR CORPORATION
CLASS A COMMON SHARES
(WITHOUT PAR VALUE)
tuvw
SALOMON BROTHERS INC
LAZARD FRERES & CO. LLC
ROBERT W. BAIRD & CO.
INCORPORATED
BT SECURITIES CORPORATION
PROSPECTUS
DATED , 1996
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of the expenses (all but the
Securities and Exchange Commission registration fees, the NASD filing fee, The
New York Stock Exchange listing fee and the fee paid to Ripplewood are
estimates) in connection with the issuance of the Class A Common Shares being
registered hereunder, other than the Underwriters' discounts and certain
expenses to be reimbursed by the Underwriters.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fees.......................... $ 22,009
NASD filing fee............................................................... 6,882
The New York Stock Exchange listing fee....................................... 81,142
Transfer agent fees........................................................... 3,500
Blue Sky fees and expenses.................................................... 10,000
Printing and engraving expenses............................................... 135,000
Legal fees and expenses....................................................... 230,000
Accounting fees and expenses.................................................. 250,000
Fee paid to Ripplewood........................................................ 600,000
Miscellaneous................................................................. 71,467
-----------
TOTAL....................................................................... $ 1,410,000
-----------
-----------
</TABLE>
No portion of the foregoing expenses will be borne by the Selling
Shareholders.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Eighth of the Company's Amended Articles of Incorporation sets forth
certain rights of directors and officers of the Company to indemnification. Such
rights provide indemnification by the Company to the extent permitted by Ohio
law. The liabilities against which a director and officer may be indemnified and
factors employed to determine whether a director and officer is entitled to
indemnification in a particular instance depend on whether the proceedings in
which the claim for indemnification arises were brought (a) other than by and in
the right of the Company ("Third-Party Actions") or (b) by and in the right of
the Company ("Derivative Actions").
In Third-Party Actions, the Company is required to indemnify each director
and officer against expenses, including attorneys' fees, judgments, decrees,
fines, penalties and amounts paid in settlement actually and reasonably incurred
by such person in connection with any threatened or actual proceeding in which
such person may be involved by reason of having acted in such capacity, if such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Company and, with respect to any
matter the subject of a criminal proceeding, such person had no reasonable cause
to believe that such person's conduct was unlawful.
In Derivative Actions, the Company is required to indemnify each director
and officer against expenses, including attorneys' fees, actually and reasonably
incurred by such person in connection with the defense or settlement of any such
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Company, except that no indemnification is permitted with respect to (a) any
matter as to which such person has been adjudged to be liable for negligence or
misconduct in the performance of such person's duty to the Company unless a
court determines such person is entitled to indemnification and (b) any
liability asserted in connection with unlawful loans, dividends, distribution,
distributions of assets and repurchases of shares of the Company under Section
1701.95 of the Ohio Revised Code.
Unless indemnification is ordered by a court, the determination as to
whether or not a person has satisfied the applicable standards of conduct (and
therefore may be indemnified) is made by the Board of Directors of the Company
by a majority vote of a quorum consisting of directors of the Company who
II-1
were not parties to the action; or if such a quorum is not obtainable, or if a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion; or by the shareholders of the Company.
Article Eighth of the Amended Articles of Incorporation does not limit in
any way other indemnification rights to which those seeking indemnification may
be entitled.
The Company maintains insurance policies which presently provide protection,
within the maximum liability limits of the policies and subject to a deductible
amount for each claim, to the Company under its indemnification obligations and
to the directors and officers with respect to certain matters which are not
covered by the Company's indemnification obligations.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The following table sets forth certain information as to all securities of
the Registrant sold by the Registrant in the past three years that were not
registered under the Securities Act.
<TABLE>
<CAPTION>
DATE OF SALE AGGREGATE PRICE DESCRIPTION OF SECURITIES PURCHASER
------------------------------ ---------------- ------------------------------------- ---------------------------
<S> <C> <C> <C>
May 26, 1994 (1).............. $ 1,700,000 17,268 Old Class B Common Shares The Prudential Insurance
Company of America and
affiliate
May 26, 1994 (1).............. $ 10,000,000 50,000 Series A and 50,000 Series B The Prudential Insurance
Preferred Shares Company of America and
affiliate
May 26, 1994 (1)(2)........... $ 25,000,000 11.75% Senior Notes due 2002 and John Hancock Mutual Life
Warrants to purchase 346,600 Class A Insurance Company and
Common Shares affiliates and The Paul
Revere Life Insurance
Company and affiliates
(collectively, the
"Noteholders")
May 26, 1994 (1).............. $ 4,000,000 2,000,000 Class A Common Shares Existing shareholders
October 16, 1995 (2)(3)....... $ 748,200 187,050 Class A Common Shares Management of the Company
October 16, 1995 (1)(2)....... $ 2,309,800 577,450 Class A Common Shares Existing shareholders and
two individuals
October 16, 1995 (1)(2)....... $ 15,000,000 11.75% Senior Notes due 2003 The Noteholders
October 31, 1995 (1)(2)....... $ 1,942,000 485,500 Old Class B Common Shares The Noteholders
</TABLE>
------------------------------
(1) Exemption was claimed under Section 4(2) of the Securities Act. The
Registrant relied upon the fact that such securities were acquired by a
sophisticated investor who had access to complete information concerning
the Registrant and acquired such securities without a view to the
distribution thereof.
(2) Smith Barney Inc. earned a fee of $0.75 million in connection with the
issuance on May 26, 1994 of the Senior Notes due 2002 and $1.0 million in
connection with the Dur-O-Wal Acquisition and related financing
transactions consummated in October 1995.
(3) Exemption was claimed under Rule 701 under the Securities Act. The
Registrant relied upon the fact that the securities were sold pursuant to
an employees' compensatory plan and not for capital raising purposes.
II-2
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS. See Exhibit Index following the signature pages to this
Registration Statement.
(b) FINANCIAL STATEMENT SCHEDULES. The following is a list of the Financial
Statement Schedules furnished:
(i) Dayton Superior Corporation and Subsidiary Schedule II-Valuation of
Qualifying Accounts
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To provide the underwriter at the closing specified in the underwriting
agreements, certificates in such denominations and registered in such names as
required by the underwriter to permit prompt delivery to each purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions described under
Item 14 above, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(c) For purposes of determining any liability under the Act the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be
deemed to be part of this registration statement as of the time it was declared
effective.
(d) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miamisburg,
State of Ohio, on May 29, 1996.
DAYTON SUPERIOR CORPORATION
By: ______/s/ JOHN A. CICCARELLI______
John A. Ciccarelli
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<C> <S> <C>
NAME TITLE DATE
------------------------------------------------------ ------------------------------- ------------------------
* President, Chief May 29, 1996
John A. Ciccarelli Executive Officer
and Director
(principal executive
officer)
* Vice President, Finance May 29, 1996
Richard L. Braswell (principal financial
and accounting officer)
* Director May 29, 1996
Timothy C. Collins
* Director May 29, 1996
Matthew O. Diggs, Jr.
* Director May 29, 1996
Matthew M. Guerreiro
Director
Robert B. Holmes
</TABLE>
* John A. Ciccarelli, by signing his name hereto, does hereby execute this
Amendment to the Registration Statement on behalf of the directors and officers
of the Registrant indicated above by asterisks, pursuant to powers of attorney
duly executed by such directors and officers and filed as exhibits to the
Registration Statement.
By: ______/s/ JOHN A. CICCARELLI______
John A. Ciccarelli
ATTORNEY-IN-FACT
II-4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
----------------------- ------------------------------------------------------------------------------------ -----------
<C> <C> <S> <C>
(1) UNDERWRITING AGREEMENT
*
1.1 Form of Underwriting Agreement......................................................
(3) ARTICLES OF INCORPORATION AND BY-LAWS
+
3.1 Amended Articles of Incorporation of the Company....................................
+
3.2 Proposed Amended Articles of Incorporation (to be effective immediately prior to the
consummation of the Offering)......................................................
+
3.3 Code of Regulations of the Company (as amended).....................................
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
+
4.1 Form of Class A Common Share Certificate............................................
(5) OPINION RE LEGALITY
*
5.1 Opinion of Thompson Hine & Flory P.L.L..............................................
(10) MATERIAL CONTRACTS
+
10.1 Securities Purchase Agreements dated as of May 24, 1994 between the Company and each
of the purchasers of the Company's 11.75% Senior Notes due 2002....................
+
10.2 Supplemental Agreement dated as of October 12, 1995 between the Company and each of
the purchasers of the Company's 11.75% Senior Notes due 2002.......................
+
10.3 Securities Purchase Agreement dated as of October 15, 1995 between the Company and
each of the purchasers of the Company's 11.75% Senior Notes due 2003...............
+
10.4 Amended and Restated Loan Agreement dated as of October 16, 1995 between the Company
and Bank One, Dayton, NA...........................................................
+
10.5 Loan Agreement dated as of October 16, 1995 between Dur-O-Wal, Inc. and Bank One,
Dayton, NA.........................................................................
+
10.6 Amended and Restated Shareholder Agreement dated as of October 13, 1995 among the
Company and certain shareholders of the Company....................................
+
10.7 Proposed Amended and Restated Shareholder Agreement (to be effective immediately
following consummation of the Offering)............................................
+
10.8 Management Incentive Program........................................................
+
10.9 1994 Stock Option Plan..............................................................
+
10.10 1995 Stock Option Plan..............................................................
+
10.11 1995 Management Stock Purchase Plan.................................................
+
10.12 1996 Stock Option Plan..............................................................
+
10.13 Stock Purchase Agreement dated as of October 16, 1995 by and among the Company,
Dur-O-Wal, Inc., Omni Investors, Inc. and certain individuals......................
+
10.14 Employment Agreement between Dur-O-Wal, Inc. and Mario Catani dated as of October
16, 1995...........................................................................
+
10.15 Supplemental Retirement Benefit Trust Agreement dated as of June 20, 1996 betwen
Dur-O-Wal, Inc. and Stanley M. Pillman, as trustee.................................
</TABLE>
II-5
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
----------------------- ------------------------------------------------------------------------------------ -----------
<C> <C> <S> <C>
+
10.16 Deferred Compensation Trust Agreement dated as of November 14, 1986 between
Dur-O-Wal, Inc. and Stanley M. Pillman, as trustee.................................
(11) STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
**
11.1 Computation of Earnings Per Share...................................................
(21) SUBSIDIARIES OF THE REGISTRANT
+
21.1 Subsidiaries of the Company.........................................................
(23) CONSENTS OF EXPERTS AND COUNSEL
**
23.1 Consent of Arthur Andersen LLP......................................................
**
23.2 Consent of Coopers & Lybrand LLP....................................................
**
23.3 Consent of Altschuler, Melvoin and Glasser LLP......................................
23.4 Consent of Thompson Hine & Flory P.L.L. is included in Exhibit 5.1
(24) POWERS OF ATTORNEY
+
24.1 Powers of Attorney contained on the signature pages of the registration statement on
Form S-1...........................................................................
(99) FINANCIAL DATA SCHEDULE
+
99.1 Financial Data Schedule.............................................................
</TABLE>
------------------------
* To be filed by amendment
** Filed herewith
+ Previously filed
II-6
After the authorization of the stock split discussed in Note 10a to Dayton
Superior Corporation's consolidated financial statements, we expect to be in a
position to render the following report.
ARTHUR ANDERSEN LLP
May 28, 1996
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements of Dayton Superior Corporation and
Subsidiaries included in this registration statement, and have issued our report
thereon, dated February 10, 1996. Our audit was made for the purpose of forming
an opinion on the basic financial statements taken as a whole. The schedule
listed is the responsibility of the Company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic financial statements. This schedule has been subjected to
the auditing procedures applied in the audit of the basic financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
Dayton, Ohio
February 10, 1996(except with respect to the matters discussed in Note 10,
as to which the date is ).
II-7
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
<TABLE>
<CAPTION>
DEDUCTIONS
CHARGED -------------------
(CREDITED) TO CHARGES FOR WHICH
BALANCE AT COSTS AND OTHER RESERVES WERE BALANCE AT
DESCRIPTION BEGINNING OF YEAR EXPENSES ADDITIONS CREATED END OF YEAR
------------------------------------------- ------------------ --------------- -------------- ------------------- ------------
<S> <C> <C> <C> <C> <C>
Allowance for Doubtful Accounts
For the year ended December 31, 1993..... $ 1,525 (256) -- (139) $ 1,130
For the year ended December 31, 1994..... 1,130 (349) -- (17) 764
For the year ended December 31, 1995..... 764 (86) 47(1) (17) 708
</TABLE>
------------------------
(1) Acquisition of Dur-O-Wal
II-8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
----------------------- ------------------------------------------------------------------------------------ -----------
<C> <C> <S> <C>
(1) UNDERWRITING AGREEMENT
*
1.1 Form of Underwriting Agreement......................................................
(3) ARTICLES OF INCORPORATION AND BY-LAWS
+
3.1 Amended Articles of Incorporation of the Company....................................
+
3.2 Proposed Amended Articles of Incorporation (to be effective immediately prior to the
consummation of the Offering)......................................................
+
3.3 Code of Regulations of the Company (as amended).....................................
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
+
4.1 Form of Class A Common Share Certificate............................................
(5) OPINION RE LEGALITY
*
5.1 Opinion of Thompson Hine & Flory P.L.L..............................................
(10) MATERIAL CONTRACTS
+
10.1 Securities Purchase Agreements dated as of May 24, 1994 between the Company and each
of the purchasers of the Company's 11.75% Senior Notes due 2002....................
+
10.2 Supplemental Agreement dated as of October 12, 1995 between the Company and each of
the purchasers of the Company's 11.75% Senior Notes due 2002.......................
+
10.3 Securities Purchase Agreement dated as of October 15, 1995 between the Company and
each of the purchasers of the Company's 11.75% Senior Notes due 2003...............
+
10.4 Amended and Restated Loan Agreement dated as of October 16, 1995 between the Company
and Bank One, Dayton, NA...........................................................
+
10.5 Loan Agreement dated as of October 16, 1995 between Dur-O-Wal, Inc. and Bank One,
Dayton, NA.........................................................................
+
10.6 Amended and Restated Shareholder Agreement dated as of October 13, 1995 among the
Company and certain shareholders of the Company....................................
+
10.7 Proposed Amended and Restated Shareholder Agreement (to be effective immediately
following consummation of the Offering)............................................
+
10.8 Management Incentive Program........................................................
+
10.9 1994 Stock Option Plan..............................................................
+
10.10 1995 Stock Option Plan..............................................................
+
10.11 1995 Management Stock Purchase Plan.................................................
+
10.12 1996 Stock Option Plan..............................................................
+
10.13 Stock Purchase Agreement dated as of October 16, 1995 by and among the Company,
Dur-O-Wal, Inc., Omni Investors, Inc. and certain individuals......................
+
10.14 Employment Agreement between Dur-O-Wal, Inc. and Mario Catani dated as of October
16, 1995...........................................................................
+
10.15 Supplemental Retirement Benefit Trust Agreement dated as of June 20, 1996 betwen
Dur-O-Wal, Inc. and Stanley M. Pillman, as trustee.................................
+
10.16 Deferred Compensation Trust Agreement dated as of November 14, 1986 between
Dur-O-Wal, Inc. and Stanley M. Pillman, as trustee.................................
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
----------------------- ------------------------------------------------------------------------------------ -----------
<C> <C> <S> <C>
(11) STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
**
11.1 Computation of Earnings Per Share...................................................
(21) SUBSIDIARIES OF THE REGISTRANT
+
21.1 Subsidiaries of the Company.........................................................
(23) CONSENTS OF EXPERTS AND COUNSEL
**
23.1 Consent of Arthur Andersen LLP......................................................
**
23.2 Consent of Coopers & Lybrand LLP....................................................
**
23.3 Consent of Altschuler, Melvoin and Glasser LLP......................................
23.4 Consent of Thompson Hine & Flory P.L.L. is included in Exhibit 5.1
(24) POWERS OF ATTORNEY
+
24.1 Powers of Attorney contained on the signature pages of the registration statement on
Form S-1...........................................................................
</TABLE>
------------------------
* To be filed by amendment
** Filed herewith
+ Previously filed
DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
EXHIBIT 11--COMPUTATION OF EARNINGS
PER COMMON AND COMMON EQUIVALENT SHARE
<TABLE>
<CAPTION>
THREE FISCAL MONTHS
FOR THE YEAR ENDED DECEMBER 31, 1995 ENDED
------------------------------------------------ ------------------------
PRO FORMA MARCH 31, MARCH 29,
1993 1994 1995 1995 1995 1996
--------- --------- ------------ ------------ ----------- -----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Weighted average number of common
shares outstanding during the year.... 49,650 1,766,700 2,990,847 2,990,847 2,911,400 3,288,000
Common equivalent shares outstanding... 45,389(b) 255,218(a) 569,961(a) 45,389(b) 45,389(b) 45,389(b)
--------- --------- ------------ ------------ ----------- -----------
Weighted average common and common
equivalent shares outstanding......... 95,039 2,021,918 3,560,808 3,036,236 2,956,789 3,333,389
--------- --------- ------------ ------------ ----------- -----------
--------- --------- ------------ ------------ ----------- -----------
Income (loss) before extraordinary
item.................................. $ (6,173) $ (682) $3,705 $3,404 $(151 ) $(401 )
Extraordinary item..................... -- 31,354 -- -- -- --
--------- --------- ------------ ------------ ----------- -----------
Net income (loss)...................... (6,173) 30,672 3,705 3,404 (151 ) (401 )
Dividends on Redeemable Preferred
Shares................................ -- (361) (470) (470) (150 ) --
Accretion on Redeemable Preferred
Shares................................ -- (136) (192) (192) (62 ) --
Redemption of Redeemable Preferred
Shares in excess of book value........ -- -- (2,972) (2,972) -- --
--------- --------- ------------ ------------ ----------- -----------
Net income (loss) available to common
shareholders.......................... $ (6,173) $ 30,175 $71 $(230) $(363 ) $(401 )
--------- --------- ------------ ------------ ----------- -----------
--------- --------- ------------ ------------ ----------- -----------
Income (loss) per share before
extraordinary item.................... $(64.95) $(0.58) $0.02 $(0.08) $(0.12 ) $(0.12 )
Extraordinary item..................... -- 15.50 -- -- -- --
--------- --------- ------------ ------------ ----------- -----------
Net income (loss) per share............ $ (64.95) $14.92 $0.02 $(0.08) $(0.12 ) $(0.12 )
--------- --------- ------------ ------------ ----------- -----------
--------- --------- ------------ ------------ ----------- -----------
Fully diluted earnings per share are not significantly different from primary earnings per share.
</TABLE>
------------------------
Notes:
(a) Common equivalent shares are shares issuable upon the exercise of stock
options and warrants, when dilutive, net of shares assumed to have been
purchased with the proceeds from the exercise of the options and warrants,
based on the assumed offering price of $13.50 per share.
(b) Common equivalent shares in periods with a loss are shares issuable upon the
exercise of stock options and warrants granted within 12 months of the
Offering.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.
Dayton, Ohio ARTHUR ANDERSEN LLP
May 28, 1996
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement of Dayton
Superior Corporation on Form S-1 of our report dated April 20, 1994, on our
audits of the consolidated statements of operations and cash flows of Dur-O-Wal,
Inc. and Subsidiary for the years ended December 31, 1992 and 1993. We also
consent to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
May 28, 1996
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated April 21, 1995 accompanying the financial
statements of Dur-O-Wal, Inc. and subsidiary contained in the Registration
Statement and Prospectus. We consent to the use of the aforementioned report in
the Registration Statement and Prospectus, and to the use of our name as it
appears under the caption "Experts".
Chicago, Illinois ALTSCHULER, MELVOIN AND GLASSER LLP
May 28, 1996